Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction of all conditions to the Merger set forth herein, by filing with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger"), and all other appropriate documents, executed in accordance with the relevant provisions of the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger. The time of such filing shall be referred to herein as the "Effective Time."
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Reality Wireless Networks Inc), Merger Agreement (Insite Vision Inc), Agreement and Plan of Merger (Reality Wireless Networks Inc)
Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction become effective on the date and at the time the Certificate of all conditions to the Merger set forth herein, by filing is filed with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger"), and all other appropriate documents, executed in accordance with the relevant provisions Section 251 of the DGCL. The time at which the Merger shall become effective upon as aforesaid is referred to hereinafter as the "Effective Time," and the filing of the Certificate of Merger. The time Merger as set forth in the first sentence of such filing this Section 1.2 shall be referred occur concurrently with the release of the proceeds from the initial tranche of the Private Placement to herein as the "Effective TimeCompany."
Appears in 4 contracts
Samples: Agreement of Merger and Plan of Reorganization (Lions Gate Investment LTD), Agreement of Merger and Plan of Reorganization (Lions Gate Investment LTD), Agreement of Merger and Plan of Reorganization (Lions Gate Investment LTD)
Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction of all conditions to the Merger set forth herein, by filing with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger"), and all other appropriate documents, executed in accordance with the relevant provisions of the DGCL. The Merger shall become effective upon the filing of the Certificate of MergerMerger with the Secretary of State of the State of Delaware in accordance with Section 251(c) of the DGCL. The time of such filing at which the Merger shall be become effective as aforesaid is referred to herein hereinafter as the "“Effective Time."”
Appears in 4 contracts
Samples: Agreement of Merger and Plan of Reorganization (Stratex Oil & Gas Holdings, Inc.), Agreement of Merger and Plan of Reorganization (Magnolia Solar Corp), Agreement of Merger and Plan of Reorganization (Excel Corp)
Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction of all conditions to the Merger set forth herein, by filing with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger"), and all other appropriate documents, executed in accordance with the relevant provisions of the DGCL. The Merger shall become effective upon the filing of the Certificate of MergerMerger with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCL. The time of such filing at which the Merger shall be become effective as aforesaid is referred to herein hereinafter as the "“Effective Time."”
Appears in 4 contracts
Samples: Agreement of Merger and Plan of Reorganization (Heavy Metal, Inc.), Agreement of Merger and Plan of Reorganization (Customer Acquisition Network Holdings, Inc.), Agreement of Merger and Plan of Reorganization (interCLICK, Inc.)
Effective Time. The Merger shall will be consummated as promptly as practicable after satisfaction by the filing of all conditions to the Merger set forth herein, by filing a certificate of merger with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger"), and all other appropriate documents, executed in accordance with the relevant provisions Section 251(c) of the DGCL. The time that the Merger shall become becomes effective upon the filing in accordance with Sections 103 and 251 of the Certificate of Merger. The time of such filing shall be DGCL is referred to herein in this Agreement as the "“Effective Time."”
Appears in 4 contracts
Samples: Agreement and Plan of Merger (PLX Technology Inc), Agreement and Plan of Merger (Radisys Corp), Agreement and Plan of Merger (Himax Technologies, Inc.)
Effective Time. The Merger shall be consummated as promptly As soon as practicable after satisfaction on the Closing Date, the parties shall file a certificate of all conditions to merger (the Merger set forth herein, by filing “Certificate of Merger”) with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger")Delaware, in such form as is required by, and all other appropriate documents, executed in accordance with with, the relevant provisions of the DGCL and the parties shall make all other filings or recordings required under the DGCL. The Merger shall become effective upon the filing of at such time as the Certificate of Merger. The Merger is duly filed with the Secretary of State of the State of Delaware, or at such other time as Parent and the Company shall agree and shall specify in the Certificate of such filing shall be referred to herein as Merger (the "time the Merger becomes effective being the “Effective Time”)."
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Nokia Corp), Agreement and Plan of Merger (Medical Nutrition Usa Inc), Agreement and Plan of Merger (Navteq Corp)
Effective Time. The Merger In order to effectuate the Merger, on the Closing Date (as defined in Section 1.7), the Company shall be consummated as promptly as practicable after satisfaction of all conditions to the Merger set forth herein, by filing with the Secretary of State of the State of Delaware cause a certificate of merger (the "Certificate of Merger")) to be filed with the Secretary of State of Delaware, in such form as required by, and all other appropriate documents, executed in accordance with the relevant provisions of with, the DGCL. The Merger shall become be effective upon as of the time of filing of the Certificate of Merger. The time of such filing shall be referred to herein as Merger (the "Effective Time")."
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Sycamore Networks Inc), Agreement and Plan of Merger (Net Perceptions Inc), Agreement and Plan of Merger (Net Perceptions Inc)
Effective Time. The As soon as practicable following the satisfaction or waiver of the conditions set forth in Article III, the Merger shall will be consummated as promptly as practicable after satisfaction of all conditions to the Merger set forth herein, by filing a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger"), and all other appropriate documents, executed in accordance with the relevant provisions of the DGCL. The Merger shall will become effective upon when the filing Certificate of Merger is filed or such later time as is set forth in the Certificate of Merger. The time of such filing shall be referred to herein as when the "Merger becomes effective is called the “Effective Time."”
Appears in 3 contracts
Samples: Agreement and Plan of Merger (SAIC, Inc.), Agreement and Plan of Merger (Science Applications International Corp), Agreement and Plan of Merger (Science Applications International Corp)
Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction become effective on the date and at the time the Certificate of all conditions to the Merger set forth herein, by filing is filed with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger"), and all other appropriate documents, executed in accordance with the relevant provisions Section 251 of the DGCL. The time at which the Merger shall become effective upon as aforesaid is referred to hereinafter as the “Effective Time,” and the filing of the Certificate of Merger. The time Merger as set forth in the first sentence of such filing this Section 1.2 shall be referred occur concurrently with the release of the proceeds from the Private Placement to herein as the "Effective TimeParent."
Appears in 3 contracts
Samples: Agreement of Merger And (Electro Energy Inc), Agreement of Merger And (Electro Energy Inc), Agreement of Merger And (Electro Energy Inc)
Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction become effective at the time of all conditions to the Merger set forth hereinfiling of, by filing with the Secretary of State of the State of Delaware or at such later time specified in, a properly executed certificate of merger (the "Certificate of Merger"), in the form required by and all other appropriate documents, executed in accordance with the relevant DGCL, filed with the Secretary of State of the State of Delaware, in accordance with the provisions of Section 251 of the DGCL. The Such filing shall be made contemporaneously with, or immediately after, the Closing. When used in this Agreement, the term "Effective Time" shall mean the date and time at which the Merger shall become effective upon the filing of the Certificate of Merger. The time of such filing shall be referred to herein as the "Effective Timeeffective."
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Conagra Inc /De/), Agreement and Plan of Merger (International Home Foods Inc), Agreement and Plan of Merger (Hudson James T)
Effective Time. The Merger shall be consummated as promptly As soon as practicable after satisfaction of all conditions to following the Merger set forth hereinClosing, by filing with the Secretary of State of the State of Delaware parties shall (i) file a certificate of merger (the "Delaware Certificate of Merger"), ) in such form as is required by and all other appropriate documents, executed in accordance with the relevant provisions of the DGCL and (ii) make all other filings or recordings required under the DGCL. The Merger shall become effective upon at such time as the filing of the Delaware Certificate of Merger. The Merger is duly filed with the Delaware Secretary of State or at such subsequent time as WorldCom and MCI shall agree and be specified in the Delaware Certificate of such filing shall be referred to herein as Merger (the date and time the Merger becomes effective being the "Effective Time")."
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Mci Communications Corp), Agreement and Plan of Merger (Worldcom Inc /Ga/), Agreement and Plan of Merger (Mci Communications Corp)
Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction become effective upon the filing of all conditions to (a) the Certificate of Merger set forth herein, by filing with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger"), and all other appropriate documents, executed in accordance with the relevant provisions Section 251(c) of the DGCL. The time at which the Merger shall become effective upon the filing of the Certificate of Merger. The time of such filing shall be as aforesaid is referred to herein hereinafter as the "“Effective Time."”
Appears in 3 contracts
Samples: Agreement of Merger and Plan of Reorganization (Beacon Energy Holdings, Inc.), Agreement of Merger and Plan of Reorganization (BBN Global Consulting, Inc), Agreement of Merger And (Beacon Energy Holdings, Inc.)
Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction become effective at -------------- the time of all conditions to filing of a certificate of merger reflecting the Merger set forth herein, by filing (the "Certificate of Merger") with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger"), and all other appropriate documents, executed in accordance with the relevant provisions of Section 251 of the DGCLGCL. The Certificate of Merger shall become effective upon be filed with the filing Secretary of State of the Certificate State of MergerDelaware on the Closing Date. The time of such filing shall be when the Merger becomes effective is herein referred to herein as the "Effective TimeEFFECTIVE TIME."
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Premiere Technologies Inc), Agreement and Plan of Merger (Xpedite Systems Inc), Agreement and Plan of Merger (Premiere Technologies Inc)
Effective Time. The Merger shall will be consummated as promptly as practicable after satisfaction by the filing of all conditions to the Merger set forth herein, by filing a certificate of merger with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger"), and all other appropriate documents, executed in accordance with the relevant provisions Section 251(c) of the DGCL. The Merger shall become effective upon the filing of the Certificate of MergerDelaware Act. The time the Merger becomes effective in accordance with Sections 103 and 251 of such filing shall be the Delaware Act is referred to herein in this Agreement as the "Effective Time."
Appears in 2 contracts
Samples: Agreement and Plan of Merger (General Dynamics Corp), Agreement and Plan of Merger (Gulfstream Aerospace Corp)
Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction become effective upon the filing of all conditions to the DE-Certificate of Merger set forth herein, by filing with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger"), and all other appropriate documents, executed in accordance with the relevant provisions Section 252 of the DGCL. The time at which the Merger shall become effective upon the filing of the Certificate of Merger. The time of such filing shall be as aforesaid is referred to herein hereinafter as the "“Effective Time."”
Appears in 2 contracts
Samples: Agreement of Merger and Plan of Reorganization (Med-X, Inc.), Agreement of Merger and Plan of Reorganization (BeesFree, Inc.)
Effective Time. The Merger shall be consummated as promptly As soon as practicable after following the satisfaction or waiver of all the conditions to the Merger set forth hereinMerger, by filing with the Secretary of State of the State of Delaware parties shall file a certificate of merger or other appropriate documents (in any such case, the "Certificate of Merger"), and all other appropriate documents, ) executed in accordance with the relevant provisions of the DGCL. The Merger shall become effective upon the filing of at such time as the Certificate of Merger. The Merger is duly filed with the Delaware Secretary of State, or at such other time as Sub and the Company shall agree should be specified in the Certificate of such filing shall be referred to herein as Merger (the time the Merger becomes effective being the "Effective TimeTime of the Merger")."
Appears in 2 contracts
Samples: Agreement and Plan (Emersub Lxxiv Inc), Agreement and Plan of Merger (Daniel Industries Inc)
Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction of all conditions to the Merger set forth herein, by filing with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger"), and all other appropriate documents, executed in accordance with the relevant provisions of the DGCL. The Merger shall become effective upon the filing of the Certificate of MergerMerger with the Secretary of State of the State of Delaware in accordance with Section 252 of the DGCL. The time of such filing at which the Merger shall be become effective as aforesaid is referred to herein hereinafter as the "“Effective Time."”
Appears in 2 contracts
Samples: Agreement of Merger and Plan of Reorganization (Southridge Technology Group, Inc.), Agreement of Merger and Plan of Reorganization (Geeks on Call Holdings, Inc.)
Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction On the date of all conditions to the closing of the Merger set forth hereinreferred to in Section 1.07 hereof, by filing with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of MergerCERTIFICATE OF MERGER")) in such form as required by, and all other appropriate documents, executed in accordance with with, the relevant provisions of the DGCLDGCL shall be filed with the Secretary of State of Delaware. The Merger shall become effective upon at the filing of time (the Certificate of Merger. The time "EFFECTIVE TIME") of such filing shall be referred to herein or at such later time as the "Effective Timeparties hereto shall have provided in such certificate."
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Continental Natural Gas Inc), Agreement and Plan of Merger (Coda Energy Inc)
Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction of all conditions to the Merger set forth herein, by filing with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger"), and all other appropriate documents, executed in accordance with the relevant provisions of the DGCL. The Merger shall become effective upon the filing of the Certificate of MergerMerger with the Delaware Secretary of State in accordance with Section 251 of the DGCL. The time of such filing at which the Merger shall be become effective as aforesaid is referred to herein hereinafter as the "Effective Time."
Appears in 2 contracts
Samples: Agreement of Merger and Plan (Fairview Energy Corporation, Inc.), Agreement of Merger and Plan (Towerstream Corp)
Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction become effective upon the filing of all conditions to the a Certificate of Merger set forth herein, by filing with the Secretary of State of the State of Delaware a certificate pursuant to Section 264 of merger the DGCL or at such later date as may be specified therein (the "Certificate of Merger"), and all other appropriate documents, executed in accordance with the relevant provisions of the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger. The time of such filing shall be referred to herein as the "“Effective Time”)."
Appears in 2 contracts
Samples: Contribution Agreement and Plan of Merger (New PennyMac Financial Services, Inc.), Contribution Agreement and Plan of Merger (New PennyMac Financial Services, Inc.)
Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction of all conditions Subject to the Merger set forth hereinprovisions of this Plan of Merger, by filing with the Secretary of State of the State of Delaware parties shall file a certificate of merger (the "Certificate of Merger"), and all other appropriate documents, ) executed in accordance with the relevant provisions of the DGCLDGCL and shall make all other filings or recordings required under the DGCL as soon as practicable on or after the Closing Date. The Merger shall become effective upon the filing of at such time as the Certificate of Merger. The Merger is duly filed with the Delaware Secretary of State, or at such other time as the Subsidiary and Advantage Health shall agree should be specified in the Certificate of such filing shall be referred to herein as Merger (the "Effective Time")."
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Healthsouth Corp), Agreement and Plan of Merger (Healthsouth Corp)
Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction become effective on the date and at the time that a Certificate of all conditions Merger pursuant to Section 251 of the Merger set forth herein, by filing DGCL is executed and filed with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger"), and all other appropriate documents, executed in accordance with the relevant provisions pursuant to Section 103 of the DGCL. The Merger shall become effective upon , unless a later date and time is specified as the filing of Effective Time in the Certificate of Merger. The time of such filing shall be referred to herein as the "Effective Time."
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sound Federal Bancorp), Agreement and Plan of Merger (Peekskill Financial Corp)
Effective Time. The Merger shall be consummated as promptly As soon as practicable after satisfaction or waiver of all conditions to the Merger set forth hereinMerger, by filing with including, but not limited to, the Secretary of State of Domestication and the State of Delaware a certificate of merger (IPO, the "Certificate of Merger")Merger shall be certified, executed, acknowledged and all other appropriate documents, executed filed in accordance with the relevant provisions Section 256 of the DGCL. The Merger shall become be effective upon at such time as a certificate of merger is issued by the filing Secretary of State of Delaware in accordance with Section 256 of the Certificate of Merger. The time of such filing shall be referred to herein as DGCL (the "Effective Time")."
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lithium Technology Corp), Agreement and Plan of Merger (Lithium Technology Corp)
Effective Time. The Unless the Agreement is terminated pursuant to Section 7.15, the Merger shall be consummated as promptly as practicable after satisfaction become effective at the time of all conditions to the acceptance of the filing of a Certificate of Merger set forth herein, by filing with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger"), and all other appropriate documents, executed in accordance with the relevant provisions of the Delaware General Corporation Law (the “DGCL”). S Corp and LLC agree to file the aforementioned Certificate of Merger immediately following the Closing, as hereinafter defined. The date and time when the Merger shall become effective upon the filing of the Certificate of Merger. The time of such filing shall be is referred to herein as the "“Effective Time."”
Appears in 2 contracts
Samples: Merger Agreement (Meruelo Maddux Properties, Inc.), Merger Agreement (Meruelo Maddux Properties, Inc.)
Effective Time. The Merger and other transactions contemplated by this Agreement shall be consummated become effective as promptly as practicable after satisfaction of all conditions to the Merger set forth herein, by filing with in the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger"), and all other appropriate documents, executed in accordance ) which shall be filed with the relevant provisions office of the DGCLSecretary of State of Delaware. The term "Effective Time" shall mean the date and time when the Merger shall become effective upon the filing of becomes effective, as set forth in the Certificate of Merger. The time Subject to the terms and conditions hereof, unless otherwise mutually agreed upon in writing by each Party, the Parties shall use their reasonable best efforts to cause the Effective Time to occur on the date of such filing shall be referred to herein as the "Effective TimeClosing."
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Riva Bancshares Inc), Agreement and Plan of Merger (First Premier Financial Corp)
Effective Time. The Merger shall become effective upon the acceptance of the Certificate of Merger for filing by the Secretary of State of the State of Delaware (the “Effective Time”). The parties shall execute and, acknowledge, in accordance with Section 251 of the DGCL, the Certificate of Merger to be consummated as promptly as practicable after satisfaction of all conditions to the Merger set forth herein, by filing filed with the Secretary of State of the State of Delaware a certificate upon the satisfaction of merger (all conditions precedent to the "Certificate of Merger"), and all other appropriate documents, executed in accordance with the relevant provisions consummation of the DGCL. The Merger transactions contemplated by this Agreement and shall become effective upon the filing of file the Certificate of Merger. The time Merger with the Secretary of such filing shall be referred to herein State of the State of Delaware on the Closing Date (as the "Effective Timedefined in Section 1.05(a) hereof)."
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Midwest Banc Holdings Inc), Agreement and Plan of Reorganization (Covest Bancshares Inc)
Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction become effective at the time of all conditions to filing of, or at such later time specified in, a properly executed Certificate of Merger, in the Merger set forth hereinform required by and executed in accordance with the DGCL, by filing filed with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger"), and all other appropriate documents, executed in accordance with the relevant provisions of Section 251 of the DGCL. The Such filing shall be made as soon as practicable after the Closing (as defined in Section 1.03). When used in this Agreement, the term "Effective Time" shall mean the date and time at which the Merger shall become effective upon the filing of the Certificate of Merger. The time of such filing shall be referred to herein as the "Effective Timeeffective."
Appears in 2 contracts
Samples: V 7 Agreement and Plan of Merger (Cerplex Group Inc), V 7 Agreement and Plan of Merger (Aurora Electronics Inc)
Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction effected through the filing of all conditions to a certificate of merger (the Merger set forth herein“Certificate of Merger”), by filing in substantially the form of Exhibit A hereto, with the Secretary of State of the State of Delaware a certificate of merger (as provided in the "Certificate of Merger"), and all other appropriate documents, executed in accordance with the relevant provisions of the DGCLAct. The Merger shall become be effective upon the later of (i) the filing of the Certificate of Merger. The Merger with the Secretary of State of the State of Delaware or (ii) at such later time as may be specified in the Certificate of such filing shall be referred to herein as Merger in accordance with applicable law (the "“Effective Time”)."
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Markwest Energy Partners L P), Agreement and Plan of Merger (Rex Energy Corp)
Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction of all conditions to the Merger set forth herein, by filing with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger"), and all other appropriate documents, executed in accordance with the relevant provisions of the DGCL. The Merger shall become effective upon the filing of the Certificate of MergerMerger with the Secretary of State of the State of Delaware in accordance with Section 251(c) of the DGCL and the filing of the Articles of Merger with the Secretary of State of Nevada in accordance with Chapter 92A of the NRS. The time of such filing at which the Merger shall be become effective as aforesaid is referred to herein hereinafter as the "“Effective Time."”
Appears in 2 contracts
Samples: Agreement of Merger and Plan of Reorganization (Bullfrog Gold Corp.), Agreement of Merger and Plan of Reorganization (Bullfrog Gold Corp.)
Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction of all conditions to become effective at the Merger set forth herein, by filing with the Secretary of State of the State of Delaware time when a properly executed certificate of merger (the "Certificate of Merger"), together with any other documents required by law to effectuate the Merger, shall be filed and all other appropriate documents, executed recorded with the Secretary of State of the State of Delaware in accordance with the relevant provisions Sections 103 and 251 of the DGCL. The Certificate of Merger shall be filed in accordance with Section 103 of the DGCL as soon as practicable after the Closing. The date and time when the Merger shall become effective upon the filing of the Certificate of Merger. The time of such filing shall be is herein referred to herein as the "Effective Time."
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Nco Group Inc), Agreement and Plan of Merger (Nco Portfolio Management Inc)
Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction of all conditions to the Merger set forth herein, by filing with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger")in such form as is required by, and all other appropriate documents, executed in accordance with with, the relevant provisions of the DGCL. The Merger shall become effective upon Delaware Law (the filing of the Certificate of Merger. The time of such filing shall be referred to herein as being the "Effective Time")."
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ast Research Inc /De/), Agreement and Plan of Merger (Samsung Electronics Co LTD /Fi)
Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction of all conditions Upon the terms and subject to the conditions hereof, the parties hereto will file a Certificate of Merger set forth herein, by filing with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger")Delaware, in such form as may be required by, and all other appropriate documents, executed in accordance with the relevant provisions of with, the DGCL. The Merger shall become effective upon the filing of at such time as such document is so filed or at such time as is set forth in the Certificate of Merger. The , if different, which time of such filing shall be is hereinafter referred to herein as the "Effective Time."
Appears in 2 contracts
Samples: Agreement and Plan of Merger (New Image Industries Inc), Agreement and Plan of Merger (New Image Industries Inc)
Effective Time. The Merger shall be consummated consummated, as promptly as practicable after satisfaction of all conditions to the Merger set forth hereinand when provided in Section 1.11 hereof, by filing with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger")in such form as is required by, and all other appropriate documents, executed in accordance with with, the relevant provisions of the DGCL. The Merger shall become effective upon DGCL (the filing of the Certificate of Merger. The time of such filing shall be referred to herein as being the "“Effective Time”)."
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Infousa Inc), Agreement and Plan of Merger (Opinion Research Corp)
Effective Time. The Merger shall be consummated as promptly As soon as practicable after satisfaction of all conditions to following the Merger set forth hereinClosing, by filing with the Secretary of State of the State of Delaware parties shall (i) file a certificate of merger (the "Delaware Certificate of Merger"), ) in such form as is required by and all other appropriate documents, executed in accordance with the relevant provisions of the DGCL and (ii) make all other filings or recordings required under the DGCL. The Merger shall become effective upon at such time as the filing of the Delaware Certificate of Merger. The Merger is duly filed with the Delaware Secretary of State or at such subsequent time as Teleglobe and Excel shall agree and be specified in the Delaware Certificate of such filing shall be referred to herein as Merger (the date and time the Merger becomes effective being the "Effective Time")."
Appears in 2 contracts
Samples: Consent and Voting Agreement (Excelcom Inc), Agreement and Plan of Merger (Teleglobe Inc)
Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction become effective (the "Effective Time") upon filing of all conditions to the Merger set forth herein, by filing with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger"), and all other appropriate documents, executed ) with respect to the Merger with the Secretary of State of the State of Delaware (the "Delaware Secretary") in accordance with the relevant provisions of DGCL, or at such later time as mutually agreed among the DGCL. The Merger shall become effective upon the filing of parties hereto and set forth in the Certificate of Merger. The time parties hereto shall cause the Certificate of such filing shall Merger to be referred to herein filed with the Delaware Secretary in accordance with the DGCL simultaneously with or as soon as practicable after the "Effective TimeClosing."
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ipayment Inc), Agreement and Plan of Merger (Ipayment Inc)
Effective Time. The Merger shall be consummated become effective at the time of filing of a certificate of merger in the form attached as promptly as practicable after satisfaction of all conditions Exhibit D to the Merger set forth herein, by filing this Agreement with the Secretary of State of the State of Delaware a certificate in accordance with the provisions of merger Section 251 of the GCL (the "Certificate of Merger"), and all other appropriate documents, executed in accordance with the relevant provisions . The Certificate of Merger shall be filed immediately after fulfillment of the DGCLconditions set forth in Section 6 hereof. The date and time when the Merger shall become effective upon the filing of the Certificate of Merger. The time of such filing shall be are referred to herein as the "Effective Time."
Appears in 2 contracts
Samples: Consulting Agreement (Pacific Development Corp), Consulting Agreement (Pacific Development Corp)
Effective Time. The Merger Upon the Closing, the parties shall be consummated as promptly as practicable after satisfaction of all conditions to the Merger set forth herein, by filing (i) file with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger"), ) in such form as is required by and all other appropriate documents, executed in accordance with the relevant provisions of the DGCL and (ii) make all other filings or recordings required under the DGCL. The Merger shall become effective upon the filing of at such time as the Certificate of Merger. The Merger is duly filed with the Secretary of State of the State of Delaware or at such subsequent time of such filing as Parent and the Company shall agree and as shall be referred to herein as specified in the Certificate of Merger (the date and time the Merger becomes effective being the "Effective Time")."
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Neuberger Berman Inc), Agreement and Plan of Merger (Lehman Brothers Holdings Inc)
Effective Time. The Merger shall be consummated become effective as promptly as practicable after satisfaction of all conditions to the Merger set forth herein, by filing with in the Secretary of State of the State of Delaware a certificate of merger (the "“Certificate of Merger"”), and all other appropriate documents, executed in accordance with the relevant provisions of the DGCL, which shall be filed with the Secretary of State of the State of Delaware on or before the Closing Date. The term “Effective Time” shall be the date and time when the Merger shall become becomes effective upon the filing of as set forth in the Certificate of Merger. The time of such filing shall be referred to herein as the "Effective Time."
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ansys Inc), Agreement and Plan of Merger (Combinatorx, Inc)
Effective Time. The Merger shall be consummated by and shall be effective at the time there has been filed as promptly as practicable after satisfaction of all conditions to the Merger set forth herein, provided by filing Section 2.13 with the Delaware Secretary of State of the State of Delaware a certificate or agreement of merger (the "Certificate of Merger")in such form as is required by, and all other appropriate documents, executed in accordance with with, the relevant provisions of the DGCL. The Merger shall become effective upon , and such other documents as may be required by the filing provisions of the Certificate of MergerDGCL. The time of such filing shall be is referred to herein as the "Effective TimeEFFECTIVE TIME."" 2.3
Appears in 2 contracts
Samples: Agreement and Plan of Merger (MDL Information Systems Inc), Agreement and Plan of Merger (Golden Gate Acquisitions Inc)
Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction become effective when the Certificate of all conditions to the Merger set forth herein, by filing with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger"), and all other appropriate documents, executed in accordance with the relevant provisions of the DGCL. The Merger shall become effective , is filed with the Secretary of State of the State of Delaware, provided, however, that, upon mutual consent of the filing of Constituent Corporations, the Certificate of Merger. The time of such filing shall be referred to herein as the "Effective Time."
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Uti Energy Corp), Agreement and Plan of Merger (Patterson Energy Inc)
Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction become effective at the date and time of all conditions to the Merger set forth herein, by filing of a certificate of merger with the Secretary of State of the State of Delaware a certificate in accordance with the provisions of merger the DGCL (the "Certificate of Merger"), and all other appropriate documents, executed which shall be so filed as provided in accordance with the relevant provisions Section 8.2 of the DGCLthis Agreement. The date and time when the Merger shall become effective upon the filing of the Certificate of Merger. The time of such filing shall be is herein referred to herein as the "Effective Time."
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bonray Drilling Corp), Agreement and Plan of Merger (DLB Oil & Gas Inc)
Effective Time. The Merger shall be consummated as promptly --------------- as practicable after satisfaction of all conditions to the Merger set forth herein, by filing with the Secretary of State of the State States of Delaware and Washington a certificate of merger (the "Certificate of Merger"), and all other appropriate documents, executed in accordance with the relevant provisions of the DGCLDGCL and WBCA. The Merger shall become effective upon the filing of the Certificate of Merger. The time of such filing shall be referred to herein as the "Effective Time."
Appears in 2 contracts
Samples: Merger Agreement (Delivery Now Corp), Merger Agreement (Delivery Now Corp)
Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction of all conditions to the Merger set forth herein, by filing with the Secretary of State of the State of Delaware become effective when a certificate of merger evidencing the Merger (the "“Certificate of Merger"”), and all other appropriate documents, executed in accordance with the relevant provisions of the DGCL. The Merger shall become effective upon , is duly filed with the filing Secretary of State of the State of Delaware, or at such other date and time as are agreed between the parties and specified in the Certificate of Merger. The time of such filing shall be referred to herein as the "Effective Time."of
Appears in 2 contracts
Samples: Business Separation and Merger Agreement (Coca-Cola Enterprises, Inc.), Separation and Merger Agreement (Coca Cola Enterprises Inc)
Effective Time. The Merger shall be consummated become effective at such time as promptly the certificate of merger, in the form attached hereto as practicable after satisfaction of all conditions to the Merger set forth hereinExhibit A, by filing is duly filed with the Secretary of State of the State of Delaware a or at such other time as specified in the certificate of merger (the "Certificate “Effective Time”). The Constituent Companies agree that they will cause to be executed and filed or recorded any document or documents prescribed by the laws of Merger")the State of Delaware, and that they will cause to be performed all other appropriate documents, executed in accordance with necessary acts within the relevant provisions State of Delaware and elsewhere to effectuate the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger. The time of such filing shall be referred to herein as the "Effective Time."
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Latham Group, Inc.), Agreement and Plan of Merger (Latham Group, Inc.)
Effective Time. The Merger shall be consummated by and shall be effective at the time there has been filed as promptly as practicable after satisfaction of all conditions to the Merger set forth herein, provided by filing Section 2.14 with the Delaware Secretary of State of the State of Delaware a certificate or agreement of merger (the "Certificate of Merger")in such form as is required by, and all other appropriate documents, executed in accordance with with, the relevant provisions of the DGCL. The Merger shall become effective upon , and such other documents as may be required by the filing provisions of the Certificate of MergerDGCL. The time of such filing shall be is referred to herein as the "Effective TimeEFFECTIVE TIME."
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Diamond Multimedia Systems Inc), Agreement and Plan of Merger (Micronics Computers Inc /Ca)
Effective Time. The A certificate of merger to effect the Merger (“Certificate of Merger”) shall be consummated filed on the Closing Date (as promptly as practicable after satisfaction of all conditions to the Merger set forth herein, by filing hereinafter defined) with the Secretary of State of the State of Delaware a certificate (“Secretary of merger (State”) pursuant to the "Certificate of Merger"), GCL and all other appropriate documents, executed in accordance with the relevant provisions of LP Act and shall specify that the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger. The Merger (such time of such filing shall be referred to herein as effectiveness, the "“Effective Time”)."
Appears in 2 contracts
Samples: Agreement and Plan of Merger (American Real Estate Partners L P), Agreement and Plan of Merger (American Real Estate Partners L P)
Effective Time. The Merger shall will be consummated as promptly as practicable after satisfaction by the filing of all conditions to the Merger set forth herein, by filing a certificate of merger with the Secretary of State of the State of Delaware a in accordance with Section 251 of the Delaware Act. The Merger will become effective at such time as the certificate of merger (is duly filed with the "Certificate Secretary of Merger"), State of Delaware or at such later time as Sxxx and all other appropriate documents, executed MMI mutually agree and specify in the certificate of merger. The time the Merger becomes effective in accordance with the relevant provisions Sections 103 and 251 of the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger. The time of such filing shall be Delaware Act is referred to herein in this Agreement as the "“Effective Time."”
Appears in 1 contract
Samples: Agreement and Plan of Merger (Metal Management Inc)
Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction of all conditions to the Merger set forth herein, by filing with the Delaware Secretary of State of the State of Delaware a certificate of merger in the form attached hereto as Exhibit "B" (the "Certificate of Merger"), as is required by, and all other appropriate documents, executed in accordance with with, the relevant provisions of the DGCL. The Merger shall become effective upon at the time of the filing of the Certificate of Merger. The time of such filing shall be referred to herein as Merger (the "Effective Time")."
Appears in 1 contract
Effective Time. The Merger shall become effective at such time (the “Effective Time”) as shall be consummated as promptly as practicable after satisfaction stated in the Certificate of all conditions Merger, in a form reasonably acceptable to Parent, the Company and Merger set forth hereinSub, by filing respectively, to be filed with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger"), and all other appropriate documents, executed in accordance with Delaware Law (the relevant provisions of the DGCL“Merger Filing”). The Merger Filing shall become effective upon provide for the filing effectiveness of the Certificate of MergerMerger immediately upon its filing. The time of such filing Merger Filing shall be referred to herein made at the Closing (as the "Effective Timedefined in Section 2.4)."
Appears in 1 contract
Samples: Agreement and Plan of Merger (Strategic Distribution Inc)
Effective Time. The Merger shall be consummated As soon as promptly as practicable practicable, but in any event -------------- within one business day after the satisfaction or waiver of all conditions to the Merger, IBAH and the Merger set forth herein, by filing Subsidiary shall file with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger"), and all other appropriate documents, executed ) in accordance with the relevant provisions of such form as is required by the DGCL. The Merger shall become effective upon the filing of at such time as the Certificate of Merger. The time of such filing shall be referred to herein as Merger is so filed (the "Effective Time")."
Appears in 1 contract
Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction of all conditions to the Merger set forth herein, effected by filing with at the Secretary time of State of the State of Delaware Closing, or as soon thereafter as practicable, a certificate of merger (the "Certificate of Merger"), and all other appropriate documents, ) executed in accordance with the relevant provisions of the DGCLDelaware law, and shall make all other filings and recordings required under Delaware law. The Merger shall become effective (the "Effective Time") upon the acceptance of the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, or at such later date as specified in the Certificate of Merger. The time of such filing shall be referred to herein as the "Effective Time."
Appears in 1 contract
Samples: Agreement and Plan of Merger (Elec Communications Corp)
Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction become effective on the date and at the time the Certificate of all conditions to the Merger set forth herein, by filing is filed with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger"), and all other appropriate documents, executed in accordance with the relevant provisions of the DGCL, or at such other time as is permissible in accordance with the DGCL. The time at which the Merger shall become effective upon the filing of the Certificate of Merger. The time of such filing shall be as aforesaid is referred to herein hereinafter as the "“Effective Time."”
Appears in 1 contract
Samples: Acquisition Agreement and Plan of Merger (Lighttouch Vein & Laser Inc)
Effective Time. The Merger shall will be consummated by the filing of a certificate of merger in substantially the form attached hereto as promptly as practicable after satisfaction of all conditions to the Merger set forth herein, by filing Exhibit H with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger"), and all other appropriate documents, executed in accordance with the relevant provisions Section 251(c) of the DGCL. The Merger shall become effective upon DGCL (the filing of the Certificate of Merger“Filing”). The time that the Merger becomes effective in accordance with Sections 103 and 251 of such filing shall be the DGCL is referred to herein in this Agreement as the "“Effective Time."”
Appears in 1 contract
Samples: Agreement and Plan of Merger
Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction of all conditions to the Merger set forth herein, by filing with the Secretary of State of the State States of Delaware and Maryland a certificate of merger (the "Certificate of Merger"), and all other appropriate documents, executed in accordance with the relevant provisions of the DGCLDGCL and MBCA. The Merger shall become effective upon the filing of the Certificate of Merger. The time of such filing shall be referred to herein as the "Effective Time."
Appears in 1 contract
Effective Time. The Merger Concurrently with the Closing, the Company shall be consummated as promptly as practicable after satisfaction file a certificate of all conditions merger with respect to the Merger set forth herein, by filing with the Secretary of State of the State of Delaware a certificate of merger in the form attached hereto as Exhibit C (the "“Certificate of Merger")”) and as required by, and all other appropriate documents, executed in accordance with with, the relevant applicable provisions of the DGCL. The Merger shall become effective upon on the filing of date and time at which the Certificate of Merger. The Merger has been duly filed with the Secretary of State of the State of Delaware or at such other date and time as is agreed between the parties and specified in the Certificate of Merger (such filing shall be referred to herein as date and time, the "“Effective Time”)."
Appears in 1 contract
Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction by and shall be effective at the time of all conditions to acceptance for filing by the Merger set forth herein, by filing with the Delaware Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger")) in such form as is required by, and all other appropriate documents, executed in accordance with with, the relevant provisions of the DGCL. The Merger , and such other documents as shall become effective upon be required by the filing provisions of the Certificate of Merger. The DGCL (the time of such filing shall be referred to herein as being the "Effective Time"). Section 2.3."
Appears in 1 contract
Samples: Agreement and Plan of Merger (Telemundo Holding Inc)
Effective Time. The In accordance with Section 15678.7 of the Partnership Act and Sections 263, 251 and 103 of the DGCL, the Merger shall be consummated as promptly as practicable after satisfaction become effective (the "Effective Time") upon the filing of all conditions to the Merger set forth herein, by filing with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger"), and all other appropriate documents, executed in accordance ) with the relevant provisions Secretary of State of the DGCL. The Merger shall become effective upon the filing State of Delaware, or at such later time, not later than five business days thereafter, as may be specified in the Certificate of Merger. The time of such filing All other filings or recordings required by Delaware law in connection with the Merger shall also be referred to herein as the "Effective Timemade."
Appears in 1 contract
Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction of all conditions to the Merger set forth herein, by filing with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger"), and all other appropriate documents, executed in accordance with the relevant provisions of the DGCL. The Merger shall become effective upon the filing of the Certificate of MergerMerger with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCL. The time of such filing at which the Merger shall be become effective as aforesaid is referred to herein hereinafter as the "“Effective Time”."
Appears in 1 contract
Samples: Agreement of Merger and Plan of Reorganization (Counterpath Corp)
Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction of all conditions to the Merger set forth herein, by filing with the Secretary of State of the State of Delaware a certificate of merger in the form attached hereto as Exhibit "A" (the "Certificate of Merger"), ) shall be executed and all other appropriate documents, executed delivered by a duly authorized officer of Ascent and filed in accordance with the office of the Delaware Secretary of State in the manner provided in the relevant provisions of the DGCLDGCL and the DLLCA as soon as practicable on or after the date hereof. The Merger shall will become effective upon the filing of when the Certificate of Merger. The time Merger is filed with the Delaware Secretary of such filing shall be referred to herein as State (the "Effective Time")."
Appears in 1 contract
Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction of all conditions to the Merger set forth herein, by filing with the Delaware Secretary of State of the State of Delaware a certificate of merger in the form attached hereto as Exhibit A (the "Certificate of Merger"), as is required by, and all other appropriate documents, executed in accordance with with, the relevant provisions of the DGCL. The Merger shall become be effective upon at the filing of the Certificate of Merger. The time of such filing shall be referred to herein as (the "Effective Time")."
Appears in 1 contract
Samples: Agreement and Plan of Merger (Astor Holdings Ii Inc)
Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction by and shall -------------- be effective at the time of all conditions to acceptance for filing by the Merger set forth herein, by filing with the Delaware Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger")) in such form as --------------------- is required by, and all other appropriate documents, executed in accordance with with, the relevant provisions of the DGCL. The Merger , and such other documents as shall become effective upon be required by the filing provisions of the Certificate of Merger. The DGCL (the time of such filing shall be referred to herein as being the "Effective Time."). --------------
Appears in 1 contract
Effective Time. The Merger A certificate of merger satisfying the applicable requirements of Delaware Law in substantially the form attached hereto as Exhibit F (the “Certificate of Merger”) shall be consummated duly executed by the Company and, concurrently with or as promptly soon as practicable after satisfaction of all conditions to following the Merger set forth hereinClosing, by filing filed with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger"), and all other appropriate documents, executed in accordance with the relevant provisions of the DGCLDelaware. The Merger shall become effective upon such filing or at such later time as Acquirer and the filing of Company agree and specify in the filed Certificate of Merger. The time of such filing shall be referred to herein as Merger (the "“Effective Time”)."
Appears in 1 contract
Effective Time. The Merger shall be consummated become effective as promptly as practicable after satisfaction of all conditions to the Merger set forth herein, by time of the filing of the executed certificate of merger with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger"), and all other appropriate documents, executed in accordance with the relevant provisions pursuant to Section 251 of the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger. The time of such filing shall be referred to herein as DGCL (the "Effective Time")."
Appears in 1 contract
Samples: Agreement and Plan of Merger (Annies Homegrown Inc)
Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction of all conditions to become effective upon the Merger set forth herein, by filing with the Secretary of State of the State of Delaware of a certificate of merger (merger, in the "Certificate of Merger")form mutually satisfactory to the parties, and all other appropriate documents, executed in accordance with the relevant provisions of DGCL and applicable law (the DGCL"Merger Filing"), or on such other time as is duly set forth in the Merger Filing. The Merger Filing shall be filed simultaneously with or before the Closing. The date and time when the Merger shall become effective upon the filing of the Certificate of Merger. The time of such filing shall be is hereinafter referred to herein as the "Effective Time."
Appears in 1 contract
Samples: Agreement and Plan of Merger (Mongiardo James Frank)
Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction of all conditions to become effective when the Merger set forth herein, by filing with the Secretary of State of the State of Delaware a certificate of merger or, if applicable, the certificate of ownership and merger (each, the "Certificate of Merger"), and all other appropriate documents, executed in accordance with the relevant provisions of the DGCL. The Merger shall become effective , is filed with the Secretary of State of the State of Delaware; provided, however, that, upon mutual consent of the filing of Constituent Corporations, the Certificate of Merger. The Merger may provide for a later date and time of such filing shall be referred to herein as the "Effective Time."of
Appears in 1 contract
Samples: Agreement and Plan of Merger (Lowrance Electronics Inc)
Effective Time. The Merger shall be consummated become effective at such time as promptly as practicable after satisfaction a certificate of all conditions to merger executed in accordance with the Merger set forth herein, by filing relevant provisions of the DGCL is duly filed with the Secretary of State of the State of Delaware a in accordance with the DGCL or at such later time as may be specified in the certificate of merger (the "Certificate of MergerEffective Time"), and all other appropriate documents, executed in accordance with the relevant provisions of the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger. The time of such filing shall be referred to herein as the "Effective Time."
Appears in 1 contract
Samples: Agreement and Plan of Merger (Hungry Minds Inc /De/)
Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction will become effective at the time of all conditions to the Merger set forth herein, by filing with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger"), and all other appropriate documents, executed ) with the office of the Secretary of State of the State of Delaware in accordance with the relevant provisions of DGCL or at such later time as is agreed to by the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger. The time of such filing shall be referred to herein as parties hereto and set forth therein (the "Effective Time"). The Certificate of Merger will be executed by the parties on the Closing Date and will be filed as soon as practicable thereafter along with such other filings or recordings as may be required by the DGCL or otherwise."
Appears in 1 contract
Effective Time. The Merger shall be consummated as promptly As soon as practicable after satisfaction or, to the extent permitted hereunder, waiver of all conditions to the Merger, the Company and Merger set forth herein, by filing Sub shall file a certificate of merger with the Secretary of State of the State of Delaware a and make all other filings or recordings required by the DGCL in connection with the Merger. The Merger shall become effective at such time as the certificate of merger is duly filed with the Secretary of State of the State of Delaware or, if agreed by the parties hereto, at such later date or time as is specified in the certificate of merger (the "Certificate of MergerEffective Time"), and all other appropriate documents, executed in accordance with the relevant provisions of the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger. The time of such filing shall be referred to herein as the "Effective Time."
Appears in 1 contract
Effective Time. The Merger shall be consummated become effective as promptly as practicable after satisfaction of all conditions to the Merger set forth herein, by filing with in the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger"), and all other appropriate documents, executed in accordance with the relevant provisions of the DGCL. The Merger , that shall become effective upon be filed with the filing Secretary of State of the Certificate State of MergerDelaware on or before the Closing Date. The time of such filing shall be referred to herein as the "Effective Time."The
Appears in 1 contract
Samples: Agreement and Plan of Merger (Clayton Holdings Inc)
Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction become effective at the hour and on the date specified in the duly executed Certificate of all conditions Merger delivered to the Merger set forth herein, by filing and filed with the Secretary of State of the State of Delaware a certificate as provided in Sections 251 and 103 of merger the DGCL (the "Certificate of MergerEffective Time"), and all other appropriate documents, executed in accordance with the relevant provisions of the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger. The time of ; such filing shall be referred to herein made as soon as practicable after the "Effective Timeexecution of this Agreement."
Appears in 1 contract
Samples: Agreement and Plan (Burlington Northern Railroad Co)
Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction of all conditions to the Merger set forth herein, by filing with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger"), and all other appropriate documents, executed ) in accordance with the relevant provisions of the DGCL. The Merger shall become effective upon at the filing of effective time specified in the Certificate of Merger. The Merger (the time of such filing shall be referred to herein as the Merger becomes effective being the "Effective Time")."
Appears in 1 contract
Effective Time. The Merger shall be consummated as promptly as --------------- practicable after satisfaction of all conditions to the Merger set forth herein, by filing with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger"), and all other appropriate documents, executed in accordance with the relevant provisions of the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger. The time of such filing shall be referred to herein as the "Effective Time."
Appears in 1 contract
Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction of all conditions to become effective when the Merger set forth herein, by filing with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger"), and all other appropriate documents, executed in accordance with the relevant provisions of the DGCL. The Merger shall become effective upon , is filed with the filing Secretary of State of the Certificate State of Merger. The time Delaware; provided, however, that, upon mutual consent of such filing shall be referred to herein as the "Effective Time."Constituent
Appears in 1 contract
Samples: Agreement and Plan of Merger (Stratos International Inc)
Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction of all conditions to the Merger set forth herein, by filing with the Secretary of State of the State of Delaware of a certificate of merger or similar document (the "Certificate of Merger"), and all other appropriate documents, executed in accordance with the relevant provisions of the DGCL. The Merger shall become effective upon the filing of the Certificate of MergerMerger with the Secretary of the State of the State of Delaware. The time of such filing shall be referred to herein as the "Effective Time."
Appears in 1 contract
Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction by and shall be effective at the time of all conditions to acceptance for filing by the Merger set forth herein, by filing with the Delaware Secretary of State of the State of Delaware a certificate of merger (the "Certificate of MergerCERTIFICATE OF MERGER")) in such form as is required by, and all other appropriate documents, executed in accordance with with, the relevant provisions of the DGCL. The Merger , and such other documents as shall become effective upon be required by the filing provisions of the Certificate of Merger. The DGCL (the time of such filing shall be referred to herein as being the "Effective TimeEFFECTIVE TIME")."
Appears in 1 contract
Samples: Agreement and Plan of Merger (Bastion Capital Fund Lp)
Effective Time. The Merger Subject to the provisions of this Agreement, a certificate of merger satisfying the applicable requirements of Delaware Law (the “Certificate of Merger”) shall be consummated duly executed by the Company and, concurrently with or as promptly soon as practicable after satisfaction of all conditions following the Closing, delivered by the Company to the Merger set forth herein, by filing with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger"), and all other appropriate documents, executed in accordance with the relevant provisions of the DGCLfor filing. The Merger shall become effective upon the filing of the Certificate of Merger. The time Merger with the Secretary of such filing shall be referred to herein as State of the "State of Delaware (the “Effective Time”)."
Appears in 1 contract
Samples: Agreement and Plan of Merger (Exponential Interactive, Inc.)
Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction become effective at the time of all conditions to the filing of the Certificate of Merger set forth herein, by filing with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger"), and all other appropriate documents, executed in accordance with the relevant applicable provisions of the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger. The Delaware Code or at such later time of such filing shall as may be referred to herein as the "Effective Time."specified in the
Appears in 1 contract
Samples: Agreement and Plan of Merger (Bowmar Instrument Corp)
Effective Time. The Merger At the Effective Time, the Company shall be consummated as promptly as practicable after satisfaction of all conditions to the Merger set forth herein, by filing file with the Secretary of State of the State of Delaware a certificate of merger (in form and substance reasonably acceptable to the "Certificate of Merger"), Company and all other appropriate documentsPlum, executed in accordance with the relevant provisions of the DGCLDGCL (the “Certificate of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger. The Merger or at such later time as is agreed to by the Parties and specified in the Certificate of such filing shall be referred to herein as Merger (the "“Effective Time”)."
Appears in 1 contract
Samples: Business Combination Agreement (Plum Acquisition Corp. I)
Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction of all conditions to the Merger set forth herein, by filing with the Delaware Secretary of State of the State of Delaware a certificate of merger in the form attached hereto as Exhibit A (the "“Certificate of Merger"”), as is required by, and all other appropriate documents, executed in accordance with with, the relevant provisions of the DGCLDGCL (the time of such filing being the “Effective Time”). The Merger shall become effective upon at the filing close of business on the Certificate of Merger. The time of such filing shall be referred to herein as the "Effective TimeClosing Date."
Appears in 1 contract
Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction become effective on the date and at the time the Certificate of all conditions to the Merger set forth herein, by filing is filed with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger"), and all other appropriate documents, executed in accordance with the relevant provisions of the DGCL. The time at which the Merger shall become effective upon as aforesaid is referred to hereinafter as the “Effective Time,” and the filing of the Certificate of Merger. The time Merger as set forth in the first sentence of such filing this Section 1.2 shall be referred to herein as occur concurrently with the "Effective TimeClosing."
Appears in 1 contract
Samples: Agreement of Merger And (Convention All Holdings Inc)
Effective Time. The Merger shall be consummated become effective when the Certificate of Merger (as promptly as practicable after satisfaction defined herein) is filed with the office of all conditions to the Merger set forth herein, by filing with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger"), and all other appropriate documents, executed in accordance with the relevant applicable provisions of the DGCL. The Certificate of Merger shall be filed as soon as practicable after the Closing (as defined herein) and shall provide that the Merger shall become effective immediately upon the filing of the Certificate of Merger. The date and time of such filing when the Merger shall be become effective are herein referred to herein as the "Effective Time."
Appears in 1 contract
Samples: Agreement and Plan of Merger (Mediq PRN Life Support Services Inc)
Effective Time. The Merger shall be consummated by and shall be effective at the time there has been filed as promptly as practicable after satisfaction of all conditions to the Merger set forth herein, provided by filing Section 2.12 with the Secretary of State of the State of Delaware a certificate the articles of merger (the "Certificate of Merger")in such form as is required by, and all other appropriate documents, executed in accordance with with, the relevant provisions of the DGCL. The Merger shall become effective upon , and such other documents as may be required by the filing provisions of the Certificate of MergerDGCL. The time of such filing shall be is referred to herein as the "Effective Time."" --------------
Appears in 1 contract
Samples: Agreement and Plan of Merger (Infrastrux Group Inc)
Effective Time. The Merger Subject to the provisions of this Agreement, a certificate of merger in substantially the form attached hereto as Exhibit C (the “Certificate of Merger”) shall be consummated duly executed by the Company and concurrently with or as promptly soon as practicable after satisfaction of all conditions following the Closing delivered to the Merger set forth herein, by filing with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger"), and all other appropriate documents, executed in accordance with the relevant provisions of the DGCLfor filing. The Merger shall become effective upon the filing of the Certificate of Merger. The time Merger with the Secretary of such filing shall be referred to herein as State of the "State of Delaware (the “Effective Time”)."
Appears in 1 contract
Effective Time. The Merger shall be consummated as promptly As soon as practicable after satisfaction the execution and delivery of all conditions to this Agreement and adoption of this Agreement by the Merger set forth hereinsole stockholder of MergerCo, by filing the Company shall file with the Office of the Secretary of State of the State of Delaware a certificate of merger (the "“Certificate of Merger"”), and all other appropriate documents, executed in accordance with the relevant applicable provisions of the DGCL, and shall make all other filings or recordings required under the DGCL to effectuate the Merger. The Merger shall become effective upon the filing of the Certificate of Merger or at such later date and time as set forth in the Certificate of Merger. The time of such filing shall be referred to herein as the "Effective Time."
Appears in 1 contract
Samples: Agreement and Plan of Merger (Taylor Morrison Home Corp)
Effective Time. The Merger shall be consummated as promptly As soon as practicable after satisfaction of all conditions to following the Merger set forth hereinClosing, by filing with the Secretary of State of the State of Delaware parties shall (i) file a certificate of merger (the "Delaware Certificate of Merger"), ) in such form as is required by and all other appropriate documents, executed in accordance with the relevant provisions of the DGCL and (ii) make all other filings or recordings required under the DGCL. The Merger shall become effective upon at such time as the filing of the Delaware Certificate of Merger. The Merger is duly filed with the Delaware Secretary of State or at such subsequent time as Qwest and LCI shall agree and be specified in the Delaware Certificate of such filing shall be referred to herein as Merger (the date and time the Merger becomes effective being the "Effective Time")."
Appears in 1 contract
Samples: Agreement and Plan of Merger (Lci International Inc /Va/)
Effective Time. The Merger shall be consummated as promptly as practicable become effective in accordance with the provisions of Section 251 of the DGCL, upon the filing, on or after satisfaction the date hereof, of all conditions to the Merger set forth herein, by filing a certificate of merger with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger"), and all other appropriate documents, executed in accordance with the relevant provisions of the DGCLDelaware. The date and time when the Merger shall become effective upon the filing of the Certificate of Merger. The time of such filing shall be is herein referred to herein as the "“Effective Time."”
Appears in 1 contract
Samples: Agreement and Plan of Merger (ExamWorks Group, Inc.)
Effective Time. The Subject to the terms and conditions of this Plan of Merger and in accordance with the provisions of the DGCL and the DLLCA, the Merger shall be consummated become effective upon the filing of a Certificate of Merger, in substantially the form attached hereto as promptly as practicable after satisfaction of all conditions to the Merger set forth hereinExhibit A, by filing with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger"), and all other appropriate documents, executed in accordance with the relevant provisions of the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger. The time of such filing shall be referred to herein as the "“Effective Time”)."
Appears in 1 contract
Effective Time. The Merger shall be consummated become effective at the time of filing of a certificate of merger in the form attached as promptly as practicable after satisfaction of all conditions Exhibit A to the Merger set forth herein, by filing this Agreement with the Secretary of State of the State of Delaware a certificate in accordance with the provisions of merger Section 251 of the GCL (the "Certificate of Merger"), and all other appropriate documents, executed in accordance with the relevant provisions . The Certificate of Merger shall be filed immediately after fulfillment of the DGCLconditions set forth in Sections 6 and 7 hereof. The date and time when the Merger shall become effective upon the filing of the Certificate of Merger. The time of such filing shall be are referred to herein as the "Effective Time."
Appears in 1 contract
Effective Time. The Merger shall be consummated consummated, as promptly as practicable after satisfaction of all conditions to the Merger set forth hereinand when provided in Section 8.1 hereof, by filing a Certificate of Merger with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger")Delaware, in such form as is required by, and all other appropriate documents, executed in accordance with the relevant provisions of, Delaware Law (the date and time of the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger. The time completion of such filing shall be referred to herein as being the "Effective Time")."
Appears in 1 contract
Effective Time. The Merger shall will be consummated by the filing of a certificate of merger in substantially the form attached hereto as promptly as practicable after satisfaction Exhibit D (the "Certificate of all conditions to the Merger set forth herein, by filing Merger") with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger"), and all other appropriate documents, executed in accordance with the relevant provisions Section 251(c) of the DGCL. The time and date that the Merger shall become becomes effective upon the filing in accordance with Sections 103 and 251 of the Certificate of Merger. The time of such filing shall be DGCL is referred to herein in this Agreement as the "Effective Time."
Appears in 1 contract
Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction of all conditions to the Merger set forth herein, by filing with the Delaware Secretary of State of the State of Delaware a certificate of merger in the form attached hereto as Exhibit C (the "“Certificate of Merger"”), as is required by, and all other appropriate documents, executed in accordance with with, the relevant provisions of the DGCL. The Merger shall become effective upon at the time of the filing of the Certificate of Merger. The time of such filing shall be referred to herein as Merger (the "“Effective Time”)."
Appears in 1 contract
Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction of all conditions On the terms and subject to the Merger conditions set forth herein, Merger Sub and the Company shall cause the Merger to be consummated by filing with the Secretary of State of the State of Delaware a duly executed certificate of merger (the "“Certificate of Merger"”), as required by the DGCL, which may specify the date and time mutually agreed by the parties at which the Merger will become effective (the “Effective Time”), and the parties shall take all other appropriate documents, executed in accordance with such further actions as may be required by the relevant provisions of DGCL to make the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger. The time of such filing shall be referred to herein as the "Effective Timeeffective."
Appears in 1 contract
Samples: Agreement and Plan of Merger (Eresearchtechnology Inc /De/)
Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction of all conditions to the Merger set forth herein, by filing with the -------------- Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger"), and all other appropriate documents, executed ) in accordance with the relevant provisions Section 251 of the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger. The at such time of such filing shall be referred to herein as (the "Effective Time") as the Certificate of Merger is duly filed."
Appears in 1 contract
Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction of all conditions to the Merger set forth herein, by filing with the Secretary of State of the State of Delaware a certificate of merger or a certificate of ownership and merger, as appropriate (the "Certificate Instrument of Merger"), in such form as is required by, and all other appropriate documents, executed in accordance with with, the relevant provisions of of, the DGCL. The Merger shall become effective upon DGCL (the filing of the Certificate of Merger. The time of such filing shall be referred to herein as or such other time specifically set forth therein being the "Effective Time")."
Appears in 1 contract
Samples: Agreement and Plan of Merger (Diamond Shamrock Inc)
Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction of all conditions to the Merger set forth herein, by filing with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger"), and all other appropriate documents, executed in accordance with the relevant provisions of the DGCL. The Merger shall become effective upon the filing of the Certificate of MergerMerger with the Secretary of State of the State of Delaware, in accordance with Section 251 of the DGCL. The time of such filing at which the Merger shall be become effective as aforesaid is referred to herein hereinafter as the "“Effective Time."”
Appears in 1 contract
Effective Time. The Merger shall be consummated consummated, as promptly as practicable after satisfaction of all conditions to the Merger set forth hereinand when provided in Section 2.12 hereof, by filing with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger")in such form as is required by, and all other appropriate documents, executed in accordance with with, the relevant provisions of the DGCL. The Merger shall become effective upon DGCL (the filing of the Certificate of Merger. The time of such filing shall be referred to herein as being the "Effective Time")."
Appears in 1 contract
Samples: Agreement and Plan of Merger (Edb 4tel Acquisition Corp)
Effective Time. The Merger shall be consummated consummated, as promptly as practicable after satisfaction of all conditions to the Merger set forth hereinand when -------------- provided in Section 2.12 hereof, by filing with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger")in such form as is required by, and all other appropriate documents, executed in accordance with with, the relevant provisions of the DGCL. The Merger shall become effective upon DGCL (the filing of the Certificate of Merger. The time of such filing shall be referred to herein as being the "Effective Time")."
Appears in 1 contract
Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction become effective at the time of all conditions to the Merger set forth herein, by filing with the Secretary of State of the State of Delaware of a certificate of merger (the "Certificate of Merger"), Ownership and all other appropriate documents, executed Merger in accordance with the relevant provisions of the DGCL. The Merger shall become effective upon DGCL (the filing time of the Certificate of Merger. The time completion of such filing shall be referred to herein as being the "Effective Time")."
Appears in 1 contract
Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction become effective simultaneously with the filing of all conditions to the a Certificate of Merger set forth herein, by filing with the Secretary of State of the State of Delaware a certificate in accordance with Sections 251 and 103 of merger the GCL (the "Certificate of Merger"), and all other appropriate documents, executed in accordance . The Certificate of Merger shall be filed simultaneously with the relevant provisions of the DGCLClosing. The date and time when the Merger shall become effective upon the filing of the Certificate of Merger. The time of such filing shall be is hereinafter referred to herein as the "Effective Time"."
Appears in 1 contract
Samples: Agreement and Plan of Merger (Vornado Realty Trust)
Effective Time. The Merger shall be consummated as promptly as practicable after satisfaction become effective at the date and time of all conditions to the Merger set forth herein, by filing of a certificate of merger with the Secretary of State of the State of Delaware a certificate in accordance with the provisions of merger the DGCL (the "Certificate of Merger"), and all other appropriate documents, executed which shall be so filed as provided in accordance with the relevant provisions Section 8.2 of the DGCLthis Agreement. The date and time when the Merger shall become effective upon the filing of the Certificate of Merger. The time of such filing shall be is herein referred to herein as the "Effective Time."" 2.3.
Appears in 1 contract
