Effective Time. As soon as practicable following the Closing, the Company and Parent will cause a Certificate of Merger (the “Delaware Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by the parties in writing and specified in the Delaware Certificate of Merger (the “Effective Time”).
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Cardinal Health Partners Lp), Agreement and Plan of Merger (At&t Inc.), Agreement and Plan of Merger (Leap Wireless International Inc)
Effective Time. As soon as practicable following On the ClosingClosing Date, the Company and Parent will cause a Certificate of Merger (the “Delaware Certificate of Merger”) to be executed, acknowledged and filed shall file with the Secretary of State of the State of Delaware as provided the certificate of merger relating to the Merger (the “Certificate of Merger”), executed and acknowledged in Section 251 accordance with the relevant provisions of the DGCL. The Merger shall become effective at the time when that the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware Delaware, or at such later time as may be agreed by Parent and the parties in writing Company shall agree and specified specify in the Delaware Certificate of Merger (the time the Merger becomes effective, the “Effective Time”).
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Meredith Corp), Agreement and Plan of Merger (Sinclair Broadcast Group Inc), Agreement and Plan of Merger (Wmih Corp.)
Effective Time. As soon as practicable following At the Closing, Parent and the Company and Parent will shall cause a Certificate certificate of Merger merger (the “Delaware Certificate of Merger”) to be executed, signed, acknowledged and filed with the Secretary of State of the State of Delaware in such form as provided in Section 251 is required by the relevant provisions of the DGCL. The Merger shall become effective at the time when the Delaware 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 Parent and the Company may be agreed by the parties in writing agree and specified specify in the Delaware Certificate of Merger in accordance with the DGCL (the “Effective Time”).
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Inteliquent, Inc.), Agreement and Plan of Merger (Emdeon Inc.), Agreement and Plan of Merger (Great Wolf Resorts, Inc.)
Effective Time. As soon as practicable following the Closing, the Company and Parent will cause a Certificate of Merger (the “"Delaware Certificate of Merger”") to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by the parties in writing and specified in the Delaware Certificate of Merger (the “"Effective Time”").
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Efax Com Inc), Agreement and Plan of Merger (Jfax Com Inc), Agreement and Plan of Merger (Clearview Cinema Group Inc)
Effective Time. As soon as practicable following Subject to the Closingterms and conditions hereof, on the Closing Date, the Company and Parent will cause a Certificate certificate of Merger merger (the “Delaware Certificate of Merger”) to be duly executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in accordance with Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by the parties shall agree in writing and specified specify in the Delaware Certificate of Merger in accordance with the DGCL (the “Effective Time”).
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Financial Engines, Inc.), Agreement and Plan of Merger (Ultimate Software Group Inc), Agreement and Plan of Merger (Bankrate, Inc.)
Effective Time. As Subject to the terms and conditions of this Agreement, as soon as practicable following on the ClosingClosing Date, the Company and Parent will cause a Certificate of Merger (the “Delaware Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware Delaware, or at such later time as may be agreed by Parent and the parties in writing Company shall agree and specified specify in the Delaware Certificate of Merger (the “Effective Time”).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Interpore International Inc /De/), Agreement and Plan of Merger (Djo Inc), Agreement and Plan of Merger (ReAble Therapeutics Finance LLC)
Effective Time. As soon as practicable following Prior to the Closing, Parent, the Company and Parent will Merger Sub shall prepare, and on the Closing Date shall cause a certificate of merger (the "Certificate of Merger") meeting the requirements of Section 251 of the DGCL to be properly executed and filed in accordance with such section. The Merger shall become effective at the time of filing of the Certificate of Merger (the “Delaware Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed accordance with the Secretary of State of the State of Delaware DGCL or at such later time that Parent and the Company hereto shall have agreed upon and designated in such filing as may be agreed by the parties in writing and specified in effective time of the Delaware Certificate of Merger (the “"Effective Time”").
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Cliffs Drilling Co), Agreement and Plan of Merger (Transocean Sedco Forex Inc), Agreement and Plan of Merger (R&b Falcon Corp)
Effective Time. As soon as practicable following At the Closing, the Company and Parent will cause the Merger to be consummated by filing all necessary documentation, including a Certificate of Merger (the “Delaware Certificate of Merger”) to be executed, acknowledged executed and filed with the Secretary of State of the State of Delaware as provided in Section 251 the relevant provisions of the DGCL. The Merger shall become effective at the time (the “Effective Time”) when the Delaware Certificate of Merger has been duly filed with and accepted by the Secretary of State of the State of Delaware or at such later time as may be agreed by the parties Parties in writing and specified in the Delaware Certificate of Merger (the “Effective Time”)Merger.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Cornerstone Building Brands, Inc.), Agreement and Plan of Merger (Convey Health Solutions Holdings, Inc.), Agreement and Plan of Merger (Convey Health Solutions Holdings, Inc.)
Effective Time. As soon as practicable following the Closing, the Company and Parent will cause a Certificate of Merger (the “Delaware Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by the parties in writing and specified in the Delaware Certificate of Merger (the “Effective Time”).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Archipelago Holdings Inc), Agreement and Plan of Merger (Archipelago Holdings Inc), And Restated Agreement and Plan of Merger (Archipelago Holdings Inc)
Effective Time. As soon as practicable following following, and on the date of, the Closing, the Company and Parent will cause a Certificate of Merger (the “Delaware Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by the parties in writing and specified in the Delaware Certificate of Merger (the “Effective Time”).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Monsanto Co /New/), Agreement and Plan of Merger (Pcm, Inc.), Agreement and Plan of Merger
Effective Time. As soon as practicable following Upon the Closing, the Company and Parent will cause a Certificate of Merger with respect to the Merger (the “Delaware Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware Delaware, or at such later time as may be agreed upon by the parties Parties in writing and specified set forth in the Delaware Certificate of Merger in accordance with the DGCL (the “Effective Time”).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Engility Holdings, Inc.), Agreement and Plan of Merger (Science Applications International Corp), Agreement and Plan of Merger and Reorganization (Twilio Inc)
Effective Time. As soon as practicable following At the Closing, the Company and Parent will cause a Certificate certificate of Merger merger (the “Delaware Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by the parties in writing and specified in the Delaware Certificate of Merger (the “Effective Time”).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Potomac Electric Power Co), Agreement and Plan of Merger (Exelon Corp), Agreement and Plan of Merger (Potomac Electric Power Co)
Effective Time. As soon as practicable following the Closing, the Company and Parent Cingular will cause a Certificate of Merger (the “"Delaware Certificate of Merger”") to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by the parties in writing and specified in the Delaware Certificate of Merger (the “"Effective Time”").
Appears in 4 contracts
Samples: Agreement and Plan of Merger (At&t Wireless Services Inc), Agreement and Plan of Merger (Cingular Wireless LLC), Agreement and Plan of Merger (SBC Communications Inc)
Effective Time. As soon as practicable following the ClosingParent, the Purchaser and the Company and Parent will shall cause a the appropriate Certificate of Merger (the “Delaware Certificate of Merger”) to be executed, acknowledged executed and filed on the Closing Date with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at on the date and time when on which the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware Delaware, or at such later time as may be agreed upon by the parties in writing and specified in the Delaware Certificate of Merger (parties, such time hereinafter referred to as the “Effective Time.”).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Esmark INC), Agreement and Plan of Merger (OAO Severstal), Agreement and Plan of Merger (OAO Severstal)
Effective Time. As soon as practicable following Upon the Closing, the Company and Parent will cause a Certificate of Merger (the “Delaware Certificate of Merger”) to be executed, acknowledged and filed parties shall file with the Secretary of State of the State of Delaware as provided in Section 251 a certificate of merger (the DGCL“Certificate of Merger”). The Merger shall become effective at such time as the time when the Delaware Certificate of Merger has been is duly filed with the Secretary of State of the State of Delaware or at such later subsequent time as may Parent and the Company shall agree and as shall be agreed by the parties in writing and specified in the Delaware Certificate of Merger (the date and time the Merger becomes effective being the “Effective Time”).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Labranche & Co Inc), Agreement and Plan of Merger (Broadwing Corp), Agreement and Plan of Merger (Cowen Group, Inc.)
Effective Time. As soon as practicable following the ClosingParent, Purchaser and the Company and Parent will cause a Certificate certificate of Merger (the “Delaware Certificate of Merger”) 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 Section 251 of the DGCL. The Merger shall become effective at on the time when the Delaware Certificate date on which such certificate of Merger has been merger is duly filed with the Secretary of State of the State of Delaware or at such later other time as may be is agreed upon by the parties in writing and specified in the Delaware Certificate such certificate of Merger (the “Effective Time”)merger.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Eagle Merger Corp), Agreement and Plan of Merger (Softworks Inc), Agreement and Plan of Merger (Softworks Inc)
Effective Time. As soon as practicable following the Closing, the Company and Parent will cause a Certificate certificate of Merger merger (the “Delaware Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by the parties in writing and specified in the Delaware Certificate of Merger (the “Effective Time”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Wolverine World Wide Inc /De/), Agreement and Plan of Merger (Collective Brands, Inc.), Agreement and Plan of Merger (Dynegy Inc.)
Effective Time. As soon Contemporaneously with or as promptly as practicable following after the Closing, Parent and the Company and Parent will shall cause a Certificate of Merger (the “Delaware Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 a properly executed certificate of merger conforming to the requirements of the DGCLDGCL and in the form attached hereto as Exhibit A, executed in accordance with the relevant provisions of the DGCL (the “Certificate of Merger”). The Merger shall become effective at the time when the Delaware 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 time as may be agreed by the parties in writing and specified in the Delaware Certificate of Merger (the “Effective Time”).
Appears in 3 contracts
Samples: Development and Option Agreement (Viropharma Inc), Agreement and Plan of Merger (Middleby Corp), Agreement and Plan of Merger (Blackboard Inc)
Effective Time. As soon as practicable following the Closing, the Company and Parent will cause a Certificate of Merger (the “Delaware "Certificate of Merger”") to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at or, if agreed to by Parent and the Company, such later time as may be agreed by the parties in writing and specified or date set forth in the Delaware Certificate of Merger (the “"Effective Time”").
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Sugen Inc), Agreement and Plan of Merger (Merck & Co Inc), Agreement and Plan (Merck & Co Inc)
Effective Time. As soon as practicable following The Company, with the Closingconsent of Parent, the Company and Parent will cause a Certificate of Merger (the “Delaware Certificate of Merger”) to be executed, acknowledged and filed file with the Secretary of State of the State of Delaware (the "Delaware Secretary of State") on the date of the Closing (or on such other date as provided Parent and the Company may agree) a certificate of merger or other appropriate documents, executed in Section 251 accordance with the relevant provisions of the DGCL, and make all other filings or recordings required under the DGCL in connection with the Merger. The Merger shall become effective at upon the time when filing of the certificate of merger with the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware State, or at such later time as may be is specified in the certificate of merger and is agreed to by the parties in writing and specified in the Delaware Certificate of Merger (the “"Effective Time”").
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Cort Business Services Corp), Agreement and Plan of Merger (Egan Charles), Agreement and Plan of Merger (Sherrill Stephen)
Effective Time. As soon as practicable following the Closing, the Company and Parent will cause the Merger to be consummated by filing with the Secretary of State of the State of Delaware a Certificate certificate of Merger merger (the “Delaware Certificate of Merger”) ), to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by the parties Parties in writing and specified in the Delaware Certificate of Merger (the “Effective Time”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Waste Management Inc), Agreement and Plan of Merger (TRW Automotive Holdings Corp), Agreement and Plan of Merger (Advanced Disposal Services, Inc.)
Effective Time. As soon as practicable following At the Closing, the Company and Parent will cause a Certificate of Merger (the “Delaware Certificate of Merger”) to be executed, acknowledged and filed shall file with the Secretary of State of the State of Delaware as provided the certificate of merger relating to the Merger (the “Certificate of Merger”), executed and acknowledged in Section 251 accordance with the relevant provisions of the DGCL. The Merger shall become effective at the time when that the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware Delaware, or at such later time as may be agreed by Parent and the parties in writing Company shall agree and specified specify in the Delaware Certificate of Merger (the time the Merger becomes effective, the “Effective Time”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Resolute Forest Products Inc.), Agreement and Plan of Merger (Domtar CORP), Agreement and Plan of Merger (Domtar CORP)
Effective Time. As soon promptly as practicable following on the Closing Date and concurrently with the Closing, the Company and Parent Merger Sub will cause a Certificate of Merger (the “Delaware Certificate of Merger”) to be duly executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 18-209 of the DGCLDLLCA. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by the parties Company and Parent in writing and specified in the Delaware Certificate of Merger (the “Effective Time”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Cheniere Energy Inc), Agreement and Plan of Merger (Cheniere Energy Inc), Agreement and Plan of Merger (Cheniere Energy Partners LP Holdings, LLC)
Effective Time. As soon as practicable Immediately following the Closing, Parent and the Company and Parent will shall cause a Certificate certificate of Merger merger (the “Delaware Certificate of Merger”) to be executed, signed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware 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 Parent and the Company may be agreed by the parties in writing agree and specified specify in the Delaware Certificate of Merger in accordance with the DGCL (the “Effective Time”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Interpool Inc), Agreement and Plan of Merger (Atari Inc), Agreement and Plan of Merger (ATC Technology CORP)
Effective Time. As soon as practicable following On the ClosingClosing Date, the Company Company, Purchaser and Parent will cause a Certificate of Merger Merger, or a Certificate of Ownership and Merger, as applicable, in customary form (in either such case, the “Delaware Certificate of Merger”) to be executed, acknowledged and filed with and accepted for record by the Secretary of State of the State of Delaware as provided in Section 251 of pursuant to the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly is filed with the Office of the Secretary of State of the State of Delaware or at such later time as may be agreed to by the parties in writing and specified in established under the Delaware Certificate of Merger (the “Effective Time”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Informax Inc), Agreement and Plan of Merger (Invitrogen Corp), Agreement and Plan of Merger (Invitrogen Corp)
Effective Time. As soon as practicable following On the ClosingClosing Date, Parent, the Company and Parent will Merger Sub shall cause a Certificate certificate of Merger merger (the “Delaware Certificate of Merger”) to be executed, acknowledged signed and filed with the Secretary of State of the State of Delaware in such form as provided in Section 251 is required by the relevant provisions of the DGCL. The Merger shall become effective at the time when the Delaware 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 Parent and the Company may be agreed by the parties in writing agree and specified specify in the Delaware Certificate of Merger in accordance with the DGCL (the “Effective Time”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Annie's, Inc.), Agreement and Plan of Merger (Pinnacle Foods Inc.), Agreement and Plan of Merger (Boulder Brands, Inc.)
Effective Time. As soon as practicable following the Closing, Parent, MergerLLC and the Company and Parent will shall cause the Merger to be consummated by filing a Certificate certificate of Merger merger (the “Delaware Certificate of Merger”) to be executedwith the Secretary of State of the State of Delaware, acknowledged executed in accordance with the relevant provisions of Delaware Law. The term “Effective Time” means the date and filed time of the filing of the Certificate of Merger with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware (or at such later time as may be agreed by each of the parties in writing hereto and specified in the Delaware Certificate of Merger (the “Effective Time”in accordance with Delaware Law).
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Blackhawk Biofuels, LLC), Agreement and Plan of Merger (Blackhawk Biofuels, LLC), Agreement and Plan of Merger (Blackhawk Biofuels, LLC)
Effective Time. As soon as practicable following the Closing, the Company and Parent will cause a Certificate of Merger (the “Delaware Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware an executed certificate of merger with respect to the Merger (the “Certificate of Merger”) as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by the parties Parties in writing and specified in the Delaware Certificate of Merger (the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Walgreens Boots Alliance, Inc.), Agreement and Plan of Merger (Rite Aid Corp)
Effective Time. As soon as practicable following the Closing, Parent and the Company and Parent will cause a Certificate of Merger (the “Delaware Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective (such time of effectiveness, the “Effective Time”) on the date and time at which the time when the Delaware Certificate of Merger has been is duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by the parties hereto in writing and specified in the Delaware Certificate of Merger (the “Effective Time”)Merger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Net2phone Inc), Agreement and Plan of Merger (Idt Corp)
Effective Time. As soon as practicable following on or after the Closing, the Company and Parent parties will cause a Certificate of the Merger (the “Delaware Certificate of Merger”) to be executed, acknowledged and filed consummated by filing a certificate of merger with the Secretary of State of the State of Delaware Delaware, in such form as provided required by, and executed in Section 251 accordance with the relevant provisions of, the DGCL (the “Certificate of the DGCLMerger”). The Merger shall will become effective at (the time when “Effective Time”) upon filing and acceptance of the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may shall be agreed upon by the parties in writing Parent and the Company and specified in the Delaware Certificate of Merger (the “Effective Time”)Merger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (BMC Software Inc), Agreement and Plan of Merger (Marimba Inc)
Effective Time. As soon as practicable following At the time of the Closing, the Company and Parent will cause a Certificate certificate of Merger merger (the “Delaware Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the office of the Secretary of State of the State of Delaware or at such later time date as may be agreed by Parent and the parties in writing Company shall agree and specified specify in the Delaware Certificate of Merger (the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ust Inc), Agreement and Plan of Merger (Altria Group, Inc.)
Effective Time. As soon as practicable Immediately following the Closing, the Company and Parent will cause a Certificate of Merger with respect to the Merger (the “Delaware Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCLDGCL and the DLLCA. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed upon by the 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”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Directv), Agreement and Plan of Merger (At&t Inc.)
Effective Time. As soon as practicable following the Closing, the -------------- Company and Parent will cause a Certificate of Merger (the “"Delaware Certificate -------------------- of Merger”") to be executed, acknowledged and filed with the Secretary of State of the State --------- of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by the parties in writing and specified in the Delaware Certificate of Merger (the “"Effective Time”").. --------------
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Fluor Daniel Gti Inc), Agreement and Plan of Merger (International Technology Corp)
Effective Time. As soon as practicable following the Closing, Parent and the Company and Parent Surviving Corporation will cause a Certificate of Merger (the “"Delaware Certificate of Merger”") to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by the parties in writing and specified in the Delaware Certificate of Merger (the “"Effective Time”").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Western National Corp), Agreement and Plan of Merger (American General Corp /Tx/)
Effective Time. As soon as practicable following On the ClosingClosing Date, the Company and Parent will cause a Certificate of Merger (the “"Delaware Certificate of Merger”") to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at Delaware, unless such later time as may be agreed by the parties in writing and specified in the Delaware Certificate of Merger specifies a different effective time in which event the Merger shall become effective at such other specified time (the “"Effective Time”").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Moore Corporation LTD), Agreement and Plan of Merger (Moore Corporation LTD)
Effective Time. As soon as practicable following At the Closing, the Company and Parent will cause a Certificate of Merger (the “Delaware Certificate of Merger”) to be executed, acknowledged and filed shall file with the Secretary of State of the State of Delaware a certificate of merger for the Merger (the “Certificate of Merger”), duly executed in accordance with, and in such form as provided in Section 251 of required by, the DGCL. The Merger shall become effective at the time when the Delaware Company duly files the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by Parent and the parties in writing Company shall agree and specified specify in the Delaware Certificate of Merger (the time the Merger becomes effective, the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Magellan Health Inc), Agreement and Plan of Merger (Centene Corp)
Effective Time. As soon as practicable following At the Closing, the Company and Parent will cause the Merger to be consummated by filing all necessary documentation, including a Certificate of Merger (the “Delaware Certificate of Merger”) to be executed, acknowledged executed and filed with the Secretary of State of the State of Delaware as provided in Section 251 the relevant provisions of the DGCL. The Merger shall become effective at the time (the “Effective Time”) when the Delaware Certificate of Merger Xxxxxx has been duly filed with and accepted by the Secretary of State of the State of Delaware or at such later time as may be agreed by the parties Parties in writing and specified in the Delaware Certificate of Merger (the “Effective Time”)Merger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (AgroFresh Solutions, Inc.), Agreement and Plan of Merger (Eargo, Inc.)
Effective Time. As On the Closing Date or as soon as practicable following the Closing, thereafter the Company and Parent will cause a Certificate of Merger (the “Delaware Certificate of Merger”) to be executed, acknowledged and filed shall file with the Secretary of State of the State of Delaware as provided Delaware, a certificate of merger (the “Certificate of Merger”) executed in Section 251 accordance with the relevant provisions of the DGCL. The Merger shall become effective at such time as the time when the Delaware Certificate of Merger has been is duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by Parent and the parties in writing Company shall agree and specified specify in the Delaware Certificate of Merger (the time the Merger becomes effective being the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cruzan International, Inc.), Agreement and Plan of Merger (Absolut Spirits CO INC)
Effective Time. As soon as practicable following following, and on the date of, the Closing, the Company and Parent will cause a Certificate of Merger (the “Delaware Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 18-209 of the DGCLDLLCA and the Company and Merger Sub shall make all other filings or recordings required by the DLLCA in connection with the Merger. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by the parties in writing and specified in the Delaware Certificate of Merger (the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (JMP Group LLC), Agreement and Plan of Merger (JMP Group LLC)
Effective Time. As soon as practicable following the Closing, -------------- the Company and Parent will cause a Certificate of Merger (the “Delaware "Certificate of Merger”") to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at or, if agreed to by Parent and the Company, such later time as may be agreed by the parties in writing and specified or date set forth in the Delaware Certificate of Merger (the “"Effective Time”").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Dupont E I De Nemours & Co), Agreement and Plan of Merger (Dupont E I De Nemours & Co)
Effective Time. As soon as practicable following At the Closing, the Company and Parent Merger Sub will cause a Certificate of Merger (the “Delaware Certificate of Merger”) to be completed, executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later other time as may shall be agreed upon by the parties hereto in writing and specified set forth in the Delaware Certificate of Merger in accordance with the DGCL (the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hypercom Corp), Agreement and Plan of Merger (Verifone Systems, Inc.)
Effective Time. As soon as practicable Immediately following the Closing, Parent and the Company and Parent will shall cause a Certificate of Merger (the “Delaware Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 by the applicable provisions of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by the parties in writing and specified in the Delaware Certificate of Merger (the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Renova Media Enterprises Ltd.), Agreement and Plan of Merger (Moscow Cablecom Corp)
Effective Time. As soon as practicable following the Closing, the Company and Parent will cause a Certificate the certificate of Merger merger (the “Delaware Certificate of Merger”) to be executed, acknowledged executed and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at such time as the time when the Delaware Certificate of Merger has been is duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by Parent and the parties in writing Company shall agree and specified specify in the Delaware Certificate of Merger (the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (XPO Logistics, Inc.), Agreement and Plan of Merger (Con-Way Inc.)
Effective Time. As soon as practicable following On the ClosingClosing Date, Parent, Merger Sub and the Company and Parent will cause a Certificate of Merger (the “Delaware Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided a certificate of merger or other appropriate documents (collectively, the “Certificate of Merger”) executed in Section 251 accordance with the relevant provisions of the DGCL and will make all other filings or recordings required under the DGCL. The Merger shall will become effective at such time as the time when the Delaware Certificate of Merger has been is duly filed with the such Secretary of State of the State of Delaware State, or at such later other time as may be agreed by Parent and the parties in writing Company will agree and specified specify in the Delaware Certificate of Merger (the time the Merger becomes effective being the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Eastman Chemical Co), Agreement and Plan of Merger (Solutia Inc)
Effective Time. As soon as practicable following the Closing, Parent and the Company and Parent will cause a Certificate of Merger (the “Delaware Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by the parties in writing and specified in the Delaware Certificate of Merger (the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cotherix Inc), Agreement and Plan of Merger (Actelion US Holding CO)
Effective Time. As soon as practicable following the Closing, the Company and Parent will cause a Certificate of Merger (the “Delaware Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by the parties in writing and specified in the Delaware Certificate of Merger (the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Medco Health Solutions Inc), Agreement and Plan of Merger (Accredo Health Inc)
Effective Time. As soon as practicable following the Closing, the Company and Parent will cause a Certificate of Merger (the “Delaware Certificate of Merger”) to be executed, acknowledged executed and filed with the Secretary of State of the State of Delaware as provided in Section 251 257 of the DGCLDGCL and Section 18-209 of the DLLCA. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by the parties in writing and specified in the Delaware Certificate of Merger (the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Yellow Roadway Corp), Agreement and Plan of Merger (Usf Corp)
Effective Time. As soon as practicable following the Closing, the Company and Parent will cause a Certificate of Merger (the “Delaware Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 accordance with the relevant provisions of the DGCLDGCL and the LLC Act. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by the parties in writing and specified in the Delaware Certificate of Merger (the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Vintage Petroleum Inc), Agreement and Plan of Merger (Occidental Petroleum Corp /De/)
Effective Time. As soon as practicable following the Closing, the Company and US Parent will cause the Merger to be consummated by filing with the Secretary of State of the State of Delaware a Certificate certificate of Merger merger (the “Delaware Certificate of Merger”) ), to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by Parent and the parties Company in writing and specified in the Delaware Certificate of Merger (the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Columbia Pipeline Group, Inc.), Agreement and Plan of Merger (Transcanada Corp)
Effective Time. As soon as practicable following the Closing, Parent and the Company and Parent will cause a Certificate of Merger (the “Delaware Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by Parent and the parties Company in writing and specified in the Delaware Certificate of Merger (the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sirna Therapeutics Inc), Agreement and Plan of Merger (Merck & Co Inc)
Effective Time. As soon as practicable following the Closing, the Company and Parent will Purchaser shall cause a Certificate of Merger (the “Delaware Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time (i) when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or (ii) at such later time as may be agreed by the parties Parties in writing and specified in the Delaware Certificate of Merger (in each case, the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Unionbancal Corp), Agreement and Plan of Merger (Pacific Capital Bancorp /Ca/)
Effective Time. As soon as practicable following following, and on the date of, the Closing, the Company and Parent will shall cause a Certificate of Merger (the “Delaware Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by the parties in writing and specified in the Delaware Certificate of Merger (the time the Merger becomes effective, the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (CONMED Corp), Agreement and Plan of Merger (CONMED Corp)
Effective Time. As soon as practicable following the Closing, the Company and Parent will cause a Certificate of Merger (the “Delaware Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed upon by the parties in writing and specified in the Delaware Certificate of Merger (the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cubist Pharmaceuticals Inc), Agreement and Plan of Merger (Optimer Pharmaceuticals Inc)
Effective Time. As soon as practicable following the ClosingClosing but on the Closing Date, the Company and Parent will cause a Certificate certificate of merger relating to the Merger (the “Delaware Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware 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 and time as may be agreed by the parties Parties in writing and specified in the Delaware Certificate of Merger (such date and time, the “Effective Time”).
Appears in 2 contracts
Samples: Registration Rights Agreement (Locust Walk Acquisition Corp.), Agreement and Plan of Merger (NewHold Investment Corp.)
Effective Time. As soon as practicable following the Closing, the Company and Parent will cause a Certificate of Merger (the “Delaware Certificate of Merger”) to be executed, acknowledged executed and filed with delivered to the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by the parties in writing and specified in the Delaware Certificate of Merger (the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Niku Corp), Agreement and Plan of Merger (Computer Associates International Inc)
Effective Time. As soon as practicable following the Closing, the Company and Parent will cause a Certificate of Merger (the “Delaware Certificate of Merger”"DELAWARE CERTIFICATE OF MERGER") to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by the parties in writing and specified in the Delaware Certificate of Merger (the “Effective Time”"EFFECTIVE TIME").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Clearview Cinema Group Inc), Agreement and Plan of Merger (Chips & Technologies Inc)
Effective Time. As soon as practicable following On the ClosingClosing Date, the Company and Parent will cause a Certificate of Merger (the “Delaware Certificate of Merger”) to be executed, acknowledged and filed shall file with the Secretary of State of the State of Delaware as provided the certificate of merger relating to the Merger (the “Certificate of Merger”), executed and acknowledged in Section 251 accordance with the relevant provisions of the DGCL. The Merger shall become effective at the time when that the Delaware Certificate of Merger Xxxxxx has been duly filed with the Secretary of State of the State of Delaware Delaware, or at such later time as may be agreed by Parent and the parties in writing Company shall agree and specified specify in the Delaware Certificate of Merger (the time the Merger becomes effective, the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger
Effective Time. As soon as practicable following the Closing, the Company and Parent will cause a Certificate of Merger (the “Delaware "Certificate of Merger”") to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by the parties in writing and specified in the Delaware Certificate of Merger (the “"Effective Time”").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ing Groep Nv), Agreement and Plan of Merger (Reliastar Financial Corp)
Effective Time. As soon promptly as practicable following the Closing, the Company and Parent will cause a Certificate certificate of Merger merger (the “Delaware Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware Delaware, in such form as provided in Section 251 is required by the relevant provisions of the DGCL. The Merger shall become effective at DGCL (the date and time when of such filing of the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware (or at such later time as may be agreed by each of the parties in writing hereto and specified in the Delaware Certificate of Merger (Merger) being the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Imco Recycling Inc), Agreement and Plan of Merger (Commonwealth Industries Inc/De/)
Effective Time. As soon as practicable following At the ClosingClosing contemplated in Section 9.01, the Company and the Parent will cause a Certificate of Merger or, if applicable, a Certificate of Ownership and Merger (in either case, the “"Delaware Certificate of Merger”") to be executed, acknowledged and filed with 10 the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective as of the date and at the time when the Delaware Certificate of Merger has been is duly filed with the Secretary of State of the State of Delaware (or at such later time as may be agreed by specified therein), and such time is hereinafter referred to as the parties in writing and specified in the Delaware Certificate of Merger (the “"Effective Time”)."
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Maxserv Inc), Agreement and Plan of Merger (Sears Roebuck & Co)
Effective Time. As soon as practicable following the Closing, the Company and Parent will cause a Certificate of Merger (the “Delaware "Certificate of Merger”") to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of Delaware or, if agreed to by Parent and the State of Delaware or at Company, such later time or date as may be agreed by the parties in writing and specified set forth in the Delaware Certificate of Merger in accordance with the DGCL (the “"Effective Time”").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (HNC Software Inc/De), Agreement and Plan of Merger (Fair Isaac & Company Inc)
Effective Time. As soon as practicable following On the ClosingClosing Date, the Company and Parent will cause a Certificate of Merger (the “Delaware Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by the parties in writing and specified in the Delaware Certificate of Merger (the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Maverick Tube Corp), Agreement and Plan of Merger (Hydril Co)
Effective Time. As soon as practicable following the Closing, the Company and Parent will cause a Certificate of Merger (the “Delaware Certificate of Merger”"DELAWARE CERTIFICATE OF MERGER") to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by the parties in writing and specified in the Delaware Certificate of Merger (the “Effective Time”"EFFECTIVE TIME").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Intermagnetics General Corp), Agreement and Plan of Merger (Color Kinetics Inc)
Effective Time. As At or as soon as practicable following the Closing, the Company and Parent will cause a Certificate of Merger (the “Delaware Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by the parties in writing and specified in the Delaware Certificate of Merger (the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (RR Donnelley & Sons Co), Agreement and Plan of Merger (Bowne & Co Inc)
Effective Time. As soon as practicable following At the Closing, Parent, Purchaser and the Company and Parent will shall cause a Certificate certificate of Merger merger (the “Delaware Certificate of Merger”) ), executed in accordance with the relevant provisions of the DGCL, to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCLDelaware. The Merger shall become effective on the date and at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later other date and time after such filing as may be is agreed upon by the parties in writing and specified in the Delaware Certificate of Merger (the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Imagistics International Inc), Agreement and Plan of Merger (Oce N V)
Effective Time. As soon as practicable following the Closing, the Company and Parent will cause a Certificate of Merger (the “Delaware Certificate of Merger”) to be executed, acknowledged executed and filed with the Secretary of State of the State of Delaware as provided in Section 251 257 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by the parties in writing and specified in the Delaware Certificate of Merger (the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Usf Corp), Agreement and Plan of Merger (Yellow Roadway Corp)
Effective Time. As soon as practicable following At the ClosingClosing contemplated in Section 8.01, the Company and the Parent will cause a Certificate of Merger (the “"Delaware Certificate of Merger”") to be executed, acknowledged executed and filed by the Company and the Purchaser with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective as of the date and at the time when the Delaware Certificate of Merger has been is duly filed with the Secretary of State of the State of Delaware or at Delaware, and such later time is hereinafter referred to as may be agreed by the parties in writing and specified in the Delaware Certificate of Merger (the “"Effective Time”)."
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hanna M a Co/De), Agreement and Plan of Merger (Cimco Inc /De/)
Effective Time. As soon as practicable following At the Closing, Parent and the Company and Parent will shall cause a Certificate certificate of merger for the Merger (the “Delaware Certificate of Merger”) to be executed, signed, acknowledged and filed with the Secretary of State of the State of Delaware in such form as provided in Section 251 is required by the relevant provisions of the DGCL. The Merger shall become effective at the time when the Delaware 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 Parent and the Company may be agreed by the parties in writing agree and specified specify in the Delaware Certificate of Merger in accordance with the DGCL (the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Earthlink Inc), Agreement and Plan of Merger (Itc Deltacom Inc)
Effective Time. As soon as practicable following the Closing, the Company and Parent will cause a Certificate of Merger (the “Delaware "Certificate of Merger”") to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later other time as may shall be agreed upon by the parties in writing and specified set forth in the Delaware Certificate of Merger in accordance with the DGCL (the “"Effective Time”").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Premark International Inc), Stockholder Agreement (Premark International Inc)
Effective Time. As soon as practicable following the Closing, the Company and Parent will cause a Certificate of Merger (the “Delaware Certificate of Merger”) to be executed, acknowledged executed and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger Xxxxxx has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by the parties in writing and specified in the Delaware Certificate of Merger (the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Elevate Credit, Inc.), Agreement and Plan of Merger (Elevate Credit, Inc.)
Effective Time. As soon as practicable on the Closing Date following the Closing, the Company and Parent will cause a Certificate of Merger (the “Delaware Certificate of Merger”) to be duly executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by the parties in writing and specified in the Delaware Certificate of Merger (the “Effective Time”).
Appears in 1 contract
Effective Time. As soon as practicable following the Closing, the Company and Parent will cause a Certificate certificate of Merger merger (the “Delaware Certificate of Merger”“) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by the parties in writing and specified in the Delaware Certificate of Merger (the “Effective Time”“).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Anheuser-Busch Companies, Inc.)
Effective Time. As soon as practicable following the ClosingThe Parent, the Company and Parent will Acquisition Corp. shall cause a Certificate certificate of Merger (the “Delaware Certificate of Merger”) merger to be executed, acknowledged filed on the Closing Date (or on such other date as the Company and filed Parent may agree in writing) with the Secretary of State of the State of Delaware as provided Delaware, and shall make all other filings or recordings required by the DGCL in Section 251 of connection with the DGCLMerger. The Merger shall become effective at such time as the time when the Delaware Certificate certificate of Merger has been merger is duly filed in accordance with the Secretary of State of the State of Delaware DGCL or at such later time as may be agreed by the parties in writing and specified in the Delaware Certificate certificate of Merger (merger, and such time is hereinafter referred to as the “Effective Time.”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Capital City Energy Group, Inc.)
Effective Time. As soon as practicable following Concurrently with the Closing, Parent and the Company and Parent will cause shall file a Certificate certificate of merger with respect to the Merger (the “Delaware Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware in such form as provided required by, and executed in Section 251 accordance with, the applicable provisions of the DGCL. The Merger shall become effective on the date and time at which the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later other date and time as may be is agreed by between the parties in writing and specified in the Delaware Certificate of Merger (such date and time, the “Effective Time”).
Appears in 1 contract
Effective Time. As soon as practicable Immediately following the Closing, the Company and Parent will cause a Certificate shall execute and file in the office of Merger (the “Delaware Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware a certificate of merger, in such form as provided is required by, and executed in Section 251 accordance with, the relevant provisions of the DGCLDGCL (the “Certificate of Merger”). The Merger shall become effective at such time as the time when the Delaware Certificate of Merger has been is duly filed with the Secretary of State of the State of Delaware Delaware, or at such later time as may be is agreed upon by the parties in writing hereto and specified in set forth therein (such time as the Delaware Certificate of Merger (becomes effective is referred to herein as the “Effective Time”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Comprehensive Care Corp)
Effective Time. As soon as practicable following At the Closing, the Company and Parent Purchaser will cause a Certificate of Merger (the “Delaware Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by the parties in writing and specified in the Delaware Certificate of Merger (the “Effective Time”).
Appears in 1 contract
Effective Time. As soon as practicable Immediately following the Closing, Parent and the Company and Parent will shall cause a Certificate of Merger (the “Delaware Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 a properly executed certificate of merger conforming to the requirements of the DGCLDGCL and in the form attached hereto as Exhibit G (the “Certificate of Merger”). The Merger shall become effective at the time when the Delaware 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 time as may be agreed upon by Parent and the parties in writing Company and specified set forth in the Delaware Certificate of Merger (the “Effective Time”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Nextgen Healthcare, Inc.)
Effective Time. As soon as practicable following the ClosingParent, Purchaser and the Company and Parent will cause a -------------- the Certificate of Merger (the “Delaware 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 Section 251 of the DGCL. The Merger shall become effective on the date and at the time when the Delaware Certificate of Merger has been is duly filed with the Secretary of State of the State of Delaware or at such later other time as may be is agreed upon by the parties in writing and specified in the Delaware Certificate of Merger (the “"Effective Time”").
Appears in 1 contract
Samples: Agreement and Plan of Merger (Electronics for Imaging Inc)
Effective Time. As soon as practicable following the Closing, the Company and Parent will cause a Certificate of Merger (the “Delaware Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed upon by the parties in writing and specified in the Delaware Certificate of Merger (the “Effective Time”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (21st Century Insurance Group)
Effective Time. As soon as practicable following the ClosingClosing but on the Closing Date, the Company and Parent will cause a Certificate certificate of merger relating to the Merger (the “Delaware Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger Xxxxxx has been duly filed with and accepted by the Secretary of State of the State of Delaware or at such later date and time as may be agreed by the parties Parties in writing and specified in the Delaware Certificate of Merger (such date and time, the “Effective Time”).
Appears in 1 contract
Samples: Registration Rights Agreement (Monterey Capital Acquisition Corp)
Effective Time. As soon as practicable following the Closing, the Company and Parent will cause a Certificate of Merger (the “"Delaware Certificate of Merger”") to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed upon by the parties in writing and specified in the Delaware Certificate of Merger (the “"Effective Time”").
Appears in 1 contract
Samples: Agreement and Plan of Merger (American International Group Inc)
Effective Time. As soon as practicable following the Closing, the Company and Parent will cause a Certificate of Merger reflecting the provisions set forth in this Agreement (the “Delaware "Certificate of Merger”") to be executed, acknowledged executed by the Company and filed with Merger --------------------- Sub and delivered for filing to the Secretary of State of the State of Delaware (the "Department") as provided in Section 251 of the DGCL. The Merger shall ---------- become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware Department or at such later time as may be agreed by the parties in writing and specified provided in the Delaware Certificate of Merger (the “"Effective Time”").. --------------
Appears in 1 contract
Samples: Agreement and Plan of Merger (Applied Science & Technology Inc)
Effective Time. As soon as practicable following Concurrently with the Closing, the Company and Parent will cause a Certificate of Merger with respect to the Merger (the “Delaware Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the date and time when set forth in the Delaware Certificate of Merger has been duly filed in accordance with the Secretary of State of DGCL, which shall be 11:59:59 p.m., Eastern Time, on the State of Delaware or at such later time as may be Closing Date, unless otherwise agreed by the parties in writing and specified in the Delaware Certificate of Merger (the “Effective Time”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Vonage Holdings Corp)
Effective Time. As soon as practicable Immediately following the Closing, the Company and Parent will cause a Certificate of Merger with respect to the Merger (the “Delaware Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed upon by the parties hereto in writing and specified set forth in the Delaware Certificate of Merger in accordance with the DGCL (the “Effective Time”).
Appears in 1 contract
Effective Time. As soon as practicable following the Closing, the Company and Parent will cause a Certificate certificate of Merger merger (the “Delaware Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the office of the Secretary of State of the State of Delaware or at such later time date as may be agreed by Parent and the parties in writing Company shall agree and specified specify in the Delaware Certificate of Merger (the “Effective Time”).
Appears in 1 contract
Effective Time. As soon as practicable following the Closing, the Company and Parent will cause a Certificate of Merger (the “Delaware Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with and accepted by the Secretary of State of the State of Delaware or at such later time as may be agreed by the parties in writing and specified in the Delaware Certificate of Merger (the “Effective Time”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (General Cable Corp /De/)
Effective Time. As soon as practicable following On the ClosingClosing Date, the Company and Parent will cause a the Certificate of Merger (the “Delaware "Certificate of Merger”") to be executed, acknowledged and filed with the Secretary of State of the State Sate of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later other time as may shall be agreed upon by the parties in writing and specified set forth in the Delaware Certificate of Merger in accordance with the DGCL (the “"Effective Time”").
Appears in 1 contract
Effective Time. As soon as practicable following Concurrently with the Closing, the Company and Parent will shall cause a Certificate an appropriate certificate of merger with respect to the Merger (the “Delaware Certificate of Merger”) to be executed, acknowledged and filed with the Delaware Secretary of State of the State of Delaware as provided in Section 251 of under the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Delaware Secretary of State of the State of Delaware or at such later date and time as may be is agreed by between Parent and the parties in writing Company and specified in the Delaware Certificate of Merger (the time the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Corindus Vascular Robotics, Inc.)
Effective Time. As soon promptly as practicable following possible on the ClosingClosing Date (as defined below), the Company and Parent will parties shall cause a Certificate of the Merger (the “Delaware Certificate of Merger”) to be executed, acknowledged and filed consummated by filing with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”) a certificate of merger (the “Certificate of Merger”) in such form as provided is required by and executed in Section 251 of accordance with the DGCLDCGL. The Merger shall become effective at (the time “Effective Time”) when the Delaware Certificate of Merger has been duly filed with the Delaware Secretary of State of the State of Delaware or at such later time as may shall be agreed upon by Parent and the parties in writing Company and specified in the Delaware Certificate of Merger (the “Effective Time”)Merger.
Appears in 1 contract
Effective Time. As soon as practicable following the Closing, the Company and Parent will cause a Certificate of Merger (the “"Delaware Certificate of Merger”") to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by the parties in writing and specified in the Delaware Certificate of Merger (the “"Effective Time”").
Appears in 1 contract
Effective Time. As soon as practicable following Prior to the Closing, Parent and Company shall prepare, and on the Company and Parent will cause Closing Date the parties shall file, a Certificate certificate of Merger merger (the “Delaware Certificate of Merger”) to with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law. The Merger shall become effective at the Effective Time as set forth in the Certificate of Merger which shall be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of on the DGCL. The Merger shall become effective at Closing Date (the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by the parties in writing and specified in the Delaware Certificate of Merger (becomes effective being the “Effective Time”).
Appears in 1 contract
Effective Time. As soon as practicable following (a) On the ClosingClosing Date, the Company and Parent will cause a Certificate of Merger (the “Delaware Certificate of Merger”) to be executed, acknowledged and filed shall file with the Secretary of State of the State of Delaware as provided the certificate of merger relating to the Merger (the “Certificate of Merger”), executed and acknowledged in Section 251 accordance with the relevant provisions of the DGCL. The Merger shall become effective at the time when that the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware Delaware, or at such later time as may be agreed by Parent and the parties in writing Company shall agree and specified specify in the Delaware Certificate of Merger (the time the Merger becomes effective, the “Effective Time”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Covanta Holding Corp)
Effective Time. As soon as practicable following the Closing, the Company and Parent will cause a Certificate of Merger (the “"Delaware Certificate of Merger”") to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by the parties in writing and specified in the Delaware Certificate of Merger (the “"Effective Time”"). 2.4.
Appears in 1 contract
Effective Time. As soon as practicable following the Closing, the Company and Parent will cause a Certificate of Merger (the “Delaware "Certificate of Merger”") to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL (or, in the event that Section 7.3(b) hereof is applicable, Section 253 of the DGCL). The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at Delaware, unless such later time as may be agreed by the parties in writing and specified in the Delaware Certificate of Merger specifies a later effective date in which event the Merger shall become effective on such later date (the “"Effective Time”").
Appears in 1 contract
Samples: Agreement and Plan of Merger (SBC Communications Inc)
Effective Time. As soon as practicable following Concurrently with the Closing, the Company and Parent Merger Sub will cause a Certificate of 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 Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later other date and time as may be agreed upon by the parties in writing Company and Merger Sub and specified in the Delaware Certificate of Merger (the “"Effective Time”").
Appears in 1 contract
Samples: Voting Agreement (Comps Com Inc)
Effective Time. As soon as practicable following Concurrently with the Closing, the Company Company, Merger Subsidiary and Parent will cause a Certificate of Merger (the “Delaware "Certificate of Merger”") to be executed, acknowledged and filed with the Office of the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly is filed with the Office of the Secretary of State of the State of Delaware or at such later time as may be agreed by the parties in writing Company and specified in Parent and established under the Delaware Certificate of Merger (the “"Effective Time”").
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cistron Biotechnology Inc)
Effective Time. As soon as practicable following Prior to the Closing, Parent and Company shall prepare, and on the Company and Parent will cause Closing Date the parties shall file, a Certificate certificate of Merger merger (the “Delaware Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 accordance with the relevant provisions of the DGCLDelaware Law. The Merger shall become effective at such time as the time when the Delaware Certificate of Merger has been duly is filed with the Secretary of State of the State of Delaware State, or at such later time as may be agreed by Parent and Merger Sub, on the parties in writing one hand, and specified Company, on the other hand, shall agree and specify in the Delaware Certificate of Merger. The time the Merger (becomes effective is referred to herein as the “Effective Time”).
Appears in 1 contract
Effective Time. As soon as practicable following the Closing, the Company and Parent will cause a Certificate of Merger (the “"Delaware Certificate of Merger”") to be executed, acknowledged executed and filed with the Secretary of State of the State of Delaware as provided in Section 251 3815 of Delaware Code Title 12 and in the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by the parties in writing and specified in the Delaware Certificate of Merger (the “"Effective Time”").
Appears in 1 contract
Samples: Agreement and Plan of Merger (Vornado Realty Trust)
Effective Time. As soon as practicable following following, and on the date of, the Closing, the Company and Parent will cause a Certificate of Merger (the “Delaware Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger Xxxxxx has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by the parties in writing and specified in the Delaware Certificate of Merger (the “Effective Time”).
Appears in 1 contract
Samples: Agreement and Plan of Merger
Effective Time. As soon as practicable following on the ClosingClosing Date, the Company and Parent will cause a Certificate of the Merger (the “Delaware Certificate of Merger”) to be executed, acknowledged and filed become effective by filing with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”), in such form as provided required by, and to be executed and filed in Section 251 accordance with, the applicable provisions of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by Parent and the parties Company in writing and specified in the Delaware Certificate of Merger (the “Effective Time”).
Appears in 1 contract
