Effective Time. On the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware in such form as required by and in accordance with Section 251 of the DGCL. The Merger shall become effective at the time the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware or such other date and time as is agreed upon by Parent and the Company and specified in the Certificate of Merger in accordance with the DGCL, such date and time hereinafter referred to as the “Effective Time”.
Appears in 8 contracts
Sources: Merger Agreement (Penumbra Inc), Merger Agreement (Boston Scientific Corp), Merger Agreement (Nordson Corp)
Effective Time. On Subject to the Closing Dateprovisions of this Agreement, or on such other date as Parent and at the Company may agree to in writingClosing, the Company, Parent, and Merger Sub and the Company shall will cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed executed, acknowledged, and filed with the Secretary of State of the State of Delaware in such form as required by and in accordance with Section 251 the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall will become effective at the such time as the Certificate of Merger shall have has been duly filed with the Secretary of State of the State of Delaware or at such other later date and or time as is may be agreed upon by Parent and the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL, such date and DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 8 contracts
Sources: Merger Agreement (Vidler Water Resources, Inc.), Merger Agreement (Liquid Media Group Ltd.), Merger Agreement (Liquid Media Group Ltd.)
Effective Time. On Subject to the Closing Dateprovisions of this Agreement, or on such other date as at the Closing, the Company, Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed executed, acknowledged and filed with the Secretary of State of the State of Delaware in such form as required by and in accordance with Section 251 the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall become effective at the such time as the Certificate of Merger shall have has been duly filed with the Secretary of State of the State of Delaware or at such other later date and or time as is may be agreed upon by Parent and the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL, such date and DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 6 contracts
Sources: Merger Agreement (MassRoots, Inc.), Merger Agreement (Harvard Bioscience Inc), Merger Agreement (MassRoots, Inc.)
Effective Time. On the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company Parties shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be duly executed and filed with the Secretary of State of the State of Delaware as provided under the DGCL and make any other filings, recordings or publications required to be made by the Company or Purchaser under the DGCL in such form as required by and in accordance connection with Section 251 of the DGCLMerger. The Merger shall become effective at the such time as the Certificate of Merger shall have been is duly filed with the Secretary of State of the State of Delaware or on such other date and time as is shall be agreed upon to by Parent and the Company and Parent and specified in the Certificate of Merger in accordance with the DGCL, (such date and time being hereinafter referred to as the “Effective Time”).
Appears in 6 contracts
Sources: Merger Agreement, Merger Agreement (Tableau Software Inc), Agreement and Plan of Merger (Salesforce Com Inc)
Effective Time. On the Closing Date, Date (or on such other date as Parent and the Company may agree to in writingagree), Parent, the Company and Merger Sub and the Company shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed and filed file with the Secretary of State of the State of Delaware in such form as required by and a certificate of merger (the “Certificate of Merger”) executed in accordance with Section 251 with, and containing such information as is required by, the relevant provisions of the DGCLDGCL in order to effect the Merger. The Merger shall become effective at the time the Certificate of Merger shall have been duly filed with with, and accepted by, the Secretary of State of the State of Delaware or such other later date and time as is agreed upon by Parent and the Company parties and specified in the Certificate of Merger in accordance with the DGCLMerger, such date and time hereinafter referred to as the “Effective Time.”.
Appears in 4 contracts
Sources: Merger Agreement (HFF, Inc.), Merger Agreement (Jones Lang Lasalle Inc), Merger Agreement (CBOE Holdings, Inc.)
Effective Time. On Subject to the Closing Dateterms and conditions of this Agreement, or on such other date as at the Closing, Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware (the “Delaware Secretary”) a certificate of merger effecting the Merger in such substantially the form attached hereto as required by and Exhibit A (the “Certificate of Merger”), as provided in accordance with Section 251 of the DGCL. The Merger shall become effective at the such time as the Certificate of Merger shall have been is duly filed with the Delaware Secretary of State of the State of Delaware or at such other date and or time as is agreed upon by Parent and the Company shall agree in writing and specified shall specify in the Certificate of Merger in accordance with the DGCL, (such date and time hereinafter referred to as the Merger becomes effective being the “Effective Time”).
Appears in 4 contracts
Sources: Merger Agreement (United Rentals North America Inc), Merger Agreement (Neff Corp), Merger Agreement (Neff Corp)
Effective Time. On Parent, Sub and the Company shall cause a certificate of merger (the “Certificate of Merger”) to be filed on the Closing Date, Date (or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware as provided in such form as the DGCL, and shall make all other filings or recordings required by and the DGCL in accordance connection with Section 251 of the DGCLMerger. The Merger shall become effective at the time at which the Certificate of Merger shall have been is duly filed with the Secretary of State of the State of Delaware or at such other date and later time as is agreed upon in writing by Parent and the Company parties and specified in the Certificate of Merger in accordance with the DGCLMerger, and such date and time is hereinafter referred to as the “Effective Time.”.
Appears in 4 contracts
Sources: Merger Agreement (RenPac Holdings Inc.), Merger Agreement (Pactiv Corp), Merger Agreement (J.M. Tull Metals Company, Inc.)
Effective Time. On Subject to the Closing Dateprovisions of this Agreement, or on such other date as Parent and at the Company may agree to in writingClosing, the Company, Parent, and Merger Sub and the Company shall will cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed executed, acknowledged, and filed with the Secretary of State of the State of Delaware in such form as required by and in accordance with Section 251 the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall will become effective at the such time as the Certificate of Merger shall have M▇▇▇▇▇ has been duly filed with the Secretary of State of the State of Delaware or at such other later date and or time as is may be agreed upon by Parent and the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL, such date and DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 4 contracts
Sources: Merger Agreement (Damadian Timothy Raymond), Merger Agreement (Fonar Corp), Agreement and Plan of Merger (INVO Bioscience, Inc.)
Effective Time. On the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub Purchaser and the Company shall cause a an appropriate certificate of merger with respect to the Merger or other appropriate documents (the “Certificate of Merger”) to be 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 in such form as required by and in accordance with Section 251 the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall become effective at the time the such Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware or such other date and time as is agreed upon by Parent and the Company parties and specified in the Certificate of Merger in accordance with the DGCLMerger, such date and time hereinafter referred to as the “Effective Time.”.
Appears in 4 contracts
Sources: Merger Agreement (Cytyc Corp), Agreement and Plan of Merger (Redback Networks Inc), Merger Agreement (Adeza Biomedical Corp)
Effective Time. On Prior to the Closing DateClosing, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall cause a certificate of merger with respect to prepare, and on the Merger (Closing Date the “Certificate of Merger”) to be executed and filed Company shall file with the Secretary of State of the State of Delaware Delaware, a certificate of merger or other appropriate documents (in any such form as required by and case, the "Certificate of Merger") executed in accordance with Section 251 the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall become effective at the such time as the Certificate of Merger shall have been is duly filed with the such Secretary of State of the State of Delaware State, or at such other date and time as is agreed upon by Parent and the Company shall agree and specified specify in the Certificate of Merger in accordance with (the DGCL, such date and time hereinafter referred to as the “Merger becomes effective being the "Effective Time”").
Appears in 4 contracts
Sources: Merger Agreement (Genovese Drug Stores Inc), Merger Agreement (Penney J C Co Inc), Merger Agreement (Penney J C Co Inc)
Effective Time. On Subject to the Closing Dateprovisions of this Agreement, or on such other date as Parent and at the Closing, the Company may agree to in writing, Parent, Merger Sub and the Company Parent shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed executed, acknowledged and filed with the Secretary of State of the State of Delaware in such form as required by and (the “Delaware Secretary of State”) in accordance with Section 251 the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall will become effective at the such time as the Certificate of Merger shall have has been duly filed with the Delaware Secretary of State of the State of Delaware or at such other later date and or time as is may be agreed upon by Parent and the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL, such date and DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 4 contracts
Sources: Merger Agreement (Innoviva, Inc.), Merger Agreement (Entasis Therapeutics Holdings Inc.), Merger Agreement (Telenav, Inc.)
Effective Time. On The parties to this Agreement shall cause the Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) on the Closing Date, Date (or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”agree) to be executed and filed with the Secretary of State of the State of Delaware Delaware, in such form as required by by, and executed in accordance with Section 251 with, the relevant provisions of the DGCL. The Merger shall become effective at DGCL (the date and time of the filing of the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware Delaware, or such other date and later time as is agreed upon by Parent and the Company and specified in the Certificate of Merger in accordance with and as is agreed to by Parent and the DGCLCompany, such date and time hereinafter referred to as being the “Effective Time”).
Appears in 4 contracts
Sources: Merger Agreement (EF Johnson Technologies, Inc.), Merger Agreement (Bae Systems PLC), Merger Agreement (BAE Systems, Inc.)
Effective Time. On the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub Purchaser and the Company shall cause a an appropriate certificate of merger with respect to the Merger or other appropriate documents (the “Certificate of Merger”) to be 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 in such form as required by and in accordance with Section 251 the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall become effective at the time the such Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware or such other date and time as is agreed upon by Parent and the Company parties and specified in the Certificate of Merger in accordance with the DGCLMerger, such date and time hereinafter referred to as the “Effective Time”.
Appears in 4 contracts
Sources: Merger Agreement (Altra Holdings, Inc.), Merger Agreement (Teradyne, Inc), Merger Agreement (Tb Woods Corp)
Effective Time. On the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company Parties shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be duly executed and filed with the Secretary of State of the State of Delaware as provided under the DGCL and make any other filings, recordings or publications required to be made by the Company or Merger Sub under the DGCL in such form as required by and in accordance connection with Section 251 of the DGCLMerger. The Merger shall become effective at the such time as the Certificate of Merger shall have been is duly filed with the Secretary of State of the State of Delaware or on such other later date and time as is shall be agreed upon to by Parent and the Company and Parent and specified in the Certificate of Merger in accordance with the DGCL, DGCL (such date and time being hereinafter referred to as the “Effective Time”).
Appears in 4 contracts
Sources: Merger Agreement (Repros Therapeutics Inc.), Agreement and Plan of Merger (Allergan PLC), Merger Agreement (Kythera Biopharmaceuticals Inc)
Effective Time. On At the Closing Date, or on such other date as Parent and the Company may agree to in writingClosing, Parent, Merger Sub and the Company shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be duly executed and filed filed, in accordance with the DGCL, with the Secretary of State of the State of Delaware and shall make all other filings or recordings required in such form as required by and in accordance connection with Section 251 of the DGCLMerger. The Merger shall become effective at the time the such Certificate of Merger shall have been duly filed with with, and accepted by, the Secretary of State of the State of Delaware or such other later date and time as is agreed upon by Parent and the Company Parties and specified in the Certificate of Merger in accordance with the DGCL, (such date and time hereinafter referred to as the “Effective Time”).
Appears in 3 contracts
Sources: Merger Agreement (Sevcon, Inc.), Merger Agreement (Borgwarner Inc), Merger Agreement (Remy International, Inc.)
Effective Time. On Parent, Purchaser and the Company shall cause an appropriate certificate of merger or certificate of ownership and merger (the "Certificate of Merger") to be executed and filed on the Closing Date, Date (as defined in Section 1.6) (or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”agree) to be executed and filed with the Secretary of State of the State of Delaware as provided in such form as required by and in accordance with Section 251 of the DGCL. The Merger shall become effective at the time and on the date on which the Certificate of Merger shall have has been duly filed with the Secretary of State of the State of Delaware or such other time and date and time as is agreed upon by Parent and the Company parties and specified in the Certificate of Merger in accordance with the DGCLMerger, such time and date and time hereinafter referred to as the “"Effective Time”."
Appears in 3 contracts
Sources: Merger Agreement (Emulex Corp /De/), Merger Agreement (Vixel Corp), Merger Agreement (Emulex Corp /De/)
Effective Time. On the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall will cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be 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 such form as required by and in accordance with Section 251 of the DGCL. The Merger shall will become effective at the date and time at which the Certificate of Merger shall have ▇▇▇▇▇▇ has been duly filed with the Secretary of State of the State of Delaware Delaware, or at such other date and time as is agreed upon by Parent the parties hereto will agree in writing (subject to the requirements of the DGCL) and the Company and specified will specify in the Certificate of Merger in accordance with (the DGCLtime the Merger becomes effective, such date and time hereinafter referred to as the “Effective Time”).
Appears in 3 contracts
Sources: Merger Agreement (Seagen Inc.), Merger Agreement (Pfizer Inc), Acquisition Agreement
Effective Time. On Subject to the Closing Dateprovisions of this Agreement, or on such other date as at the Closing, Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed executed, signed, acknowledged and filed with the Secretary of State of the State of Delaware in such form as is required by and in accordance with Section 251 the relevant provisions of the DGCL, and shall make all other deliveries, filings or recordings required by the DGCL in connection with the Merger. The Merger shall become effective at the time when the Certificate of Merger shall have has been duly filed with the Secretary of State of the State of Delaware or at such other subsequent date and or time as is agreed upon by Parent and the Company may agree and specified specify in the Certificate of Merger in accordance with the DGCL, such date and time hereinafter referred to as DGCL (the “Effective Time”).
Appears in 3 contracts
Sources: Merger Agreement (Mitel Networks Corp), Merger Agreement (ShoreTel Inc), Merger Agreement (Air Methods Corp)
Effective Time. On the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, and Merger Sub and the Company shall cause the Merger to be consummated by executing, delivering and filing a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware in such form as required by and in accordance with Section 251 the relevant provisions of the DGCLDGCL and other applicable Delaware Law and shall make such other filings or recordings required under the DGCL in connection with the Merger. The Merger shall become effective at the such time as the Certificate of Merger shall have been is duly filed with the Secretary of State of the State of Delaware Delaware, or at such other date and later time on the Closing Date as is may be agreed upon by Parent and the Company and specified in the Certificate of Merger in accordance with the DGCL, DGCL (such date and time hereinafter as the Merger becomes effective is referred to herein as the “Effective Time”).
Appears in 3 contracts
Sources: Merger Agreement (Moneygram International Inc), Merger Agreement (Moneygram International Inc), Merger Agreement (Moneygram International Inc)
Effective Time. On As soon as practicable, on the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall Parent will cause a certificate Certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed duly executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in such form as required by and in accordance with Section 251 of the DGCL, and make any other filings, recordings or publications required to be made by the Company or Merger Sub under the DGCL. The Merger shall become effective at the time when the Certificate of Merger shall have has been duly filed with the Secretary of State of the State of Delaware Delaware, or at such other later date and or time as is may be agreed upon by Parent and the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL, such date and time hereinafter referred to as (the “Effective Time”).
Appears in 3 contracts
Sources: Merger Agreement (Cleveland-Cliffs Inc.), Merger Agreement (Cleveland-Cliffs Inc.), Merger Agreement (Ak Steel Holding Corp)
Effective Time. On Subject to the provisions of this Agreement, on the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall cause file a certificate of merger with respect relating to the Merger as contemplated by the DGCL (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware (the “Secretary of State”), in such form as required by by, and executed in accordance with Section 251 of with, the DGCL. The Merger shall become effective at the such time as the Certificate of Merger shall have been is duly filed with the Secretary of State of on the State of Delaware Closing Date, or at such other date and later time as is agreed upon by Parent and the Company shall agree and specified specify in the Certificate of Merger in accordance with the DGCLMerger. As used herein, such date and time hereinafter referred to as the “Effective Time”” shall mean the time at which the Merger shall become effective.
Appears in 3 contracts
Sources: Agreement and Plan of Merger (Progenics Pharmaceuticals Inc), Agreement and Plan of Merger (Lantheus Holdings, Inc.), Merger Agreement (Lantheus Holdings, Inc.)
Effective Time. On Subject to the provisions of this Agreement, Parent and the Company shall cause the Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) on the Closing Date, Date (or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”agree) to be executed and filed with the Secretary of State of the State of Delaware Delaware, in such form as required by by, and executed in accordance with Section 251 with, the relevant provisions of the DGCL. The Merger shall become effective at DGCL (the date and time of the filing of the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware Delaware, or such other date and later time as is agreed upon by Parent and the Company and specified in the Certificate of Merger in accordance with and as is agreed to by Parent and the DGCLCompany, such date and time hereinafter referred to as being the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (Meade Instruments Corp), Merger Agreement (Meade Instruments Corp)
Effective Time. On Subject to the Closing Dateprovisions of this Agreement, or on such other date as Parent and at the Company may agree to in writingClosing, the Company, Parent, and Merger Sub and the Company shall will cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed executed, acknowledged, and filed with the Secretary of State of the State of Delaware in such form as required by and in accordance with Section 251 the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall will become effective at the such time as the Certificate of Merger shall have ▇▇▇▇▇▇ has been duly filed with the Secretary of State of the State of Delaware or at such other later date and or time as is may be agreed upon by Parent and the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL, such date and DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (SPAR Group, Inc.), Merger Agreement (SPAR Group, Inc.)
Effective Time. On the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be duly executed and filed with the Secretary of State of the State of Delaware as provided under the DGCL and make any other filings, recordings or publications required to be made by the Company under the DGCL in such form as required by and in accordance connection with Section 251 of the DGCLMerger. The Merger shall become effective at the such time as the Certificate of Merger shall have been ▇▇▇▇▇▇ is duly filed with the Secretary of State of the State of Delaware or on such other later date and time as is shall be agreed upon to by Parent and the Company and Parent and specified in the Certificate of Merger in accordance with the DGCL, DGCL (such date and time being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (Indivior PLC), Merger Agreement (Indivior PLC)
Effective Time. On Upon the terms and subject to the conditions set forth in this Agreement, promptly after the Closing on the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall cause the Merger to be consummated under DGCL by filing a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed executed, signed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in such form as required by and in accordance with Section 251 of the DGCL. The Merger shall become effective at the time when the Certificate of Merger shall have has been duly filed with the Secretary of State of the State of Delaware or at such other subsequent date and or time as is agreed upon by Parent and the Company may agree and specified specify in the Certificate of Merger in accordance with the DGCL, such date and time hereinafter referred to as DGCL (the “Effective Time”).
Appears in 2 contracts
Sources: Agreement and Plan of Merger (CSR PLC), Agreement and Plan of Merger (Zoran Corp \De\)
Effective Time. On Prior to the Closing, Parent shall prepare, and on the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company Parties shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware Delaware, in such form as is required by by, and executed and acknowledged in accordance with Section 251 with, the relevant provisions of the DGCLLLC Act and shall make all other filings or recordings required under the LLC Act in connection with the Merger. The Merger shall become effective at the time upon which the Certificate of Merger shall have been is duly filed and accepted with the such Secretary of State of the State of Delaware State, or at such other date and time as is agreed upon by Parent and the Company shall agree and specified specify in the Certificate of Merger in accordance with (the DGCL, such date and time hereinafter referred to as the Merger becomes effective being the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (ONE Group Hospitality, Inc.), Merger Agreement (ONE Group Hospitality, Inc.)
Effective Time. On Simultaneously with the Closing DateMerger Closing, or on such other date as the Company, Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) ), with respect to the Merger to be executed and filed with the Secretary of State of the State of Delaware in such form as required by and (the “Secretary of State”), in accordance with Section 251 the relevant provisions of the DGCL, and shall make all other filings or recordings required under the DGCL in connection with the Merger. The Merger shall become effective on the date and time at the time which the Certificate of Merger shall have has been duly filed with the Secretary of State of the State of Delaware or at such other subsequent date and and/or time as is agreed upon by Parent and between the Company parties and specified in the Certificate of Merger in accordance with (the DGCL, such date and time hereinafter the Merger becomes effective being referred to herein as the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (IPC Healthcare, Inc.), Merger Agreement (Team Health Holdings Inc.)
Effective Time. On the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed executed, signed, acknowledged and filed with the Secretary of State of the State of Delaware in such form as is required by and in accordance with Section 251 the relevant provisions of the DGCL, and shall make all other deliveries, filings or recordings required by the DGCL in connection with the Merger. The Merger shall become effective at the time when the Certificate of Merger shall have has been duly filed with and accepted by the Secretary of State of the State of Delaware or at such other subsequent date and or time as is agreed upon by Parent and the Company may agree and specified specify in the Certificate of Merger in accordance with the DGCL, such date and time hereinafter referred to as DGCL (the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (Carbon Black, Inc.), Merger Agreement (Vmware, Inc.)
Effective Time. On The parties to this Agreement shall cause the Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) on the Closing Date, Date (or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware Delaware, in such form as required by by, and executed in accordance with Section 251 with, the relevant provisions of the DGCLDelaware Law. The Merger shall become effective at as of the date and time of the filing of the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware Delaware, or such other date and later time as is agreed upon by Parent and the Company and specified in the Certificate of Merger and as is agreed to by Parent and the Company in accordance with the DGCL, such date and time hereinafter referred to as writing (the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement, Merger Agreement (Alleghany Corp /De)
Effective Time. On the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company Parties shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be duly executed and filed with the Secretary of State of the State of Delaware (the “Delaware Secretary”) as provided under the DGCL and make any other filings, recordings or publications required to be made by the Company, Merger Sub or Parent under the DGCL in such form as required by and in accordance connection with Section 251 of the DGCLMerger. The Merger shall become effective at the such time as the Certificate of Merger shall have been is duly filed with the Delaware Secretary of State of the State of Delaware or on such other later date and time as is shall be agreed upon to by Parent and the Company and Parent and specified in the Certificate of Merger in accordance with the DGCL, (such date and time being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement, Merger Agreement (WHITEWAVE FOODS Co)
Effective Time. On Upon the terms and subject to the conditions set forth in this Agreement, promptly after the Closing on the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall cause the Merger to be consummated under Delaware Law by filing a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed executed, signed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in such form as required by and in accordance with Section 251 of the DGCL. The Merger shall become effective at the time when the Certificate of Merger shall have has been duly filed with the Secretary of State of the State of Delaware or at such other subsequent date and or time as is agreed upon by Parent and the Company may agree and specified specify in the Certificate of Merger in accordance with the DGCL, such date and time hereinafter referred to as DGCL (the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (CSR PLC), Merger Agreement (Zoran Corp \De\)
Effective Time. On Upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date, or on such other date as Parent and the Company may agree and Parent will cause the Merger to in writingbe consummated by filing all necessary documentation, Parent, Merger Sub and the Company shall cause including a certificate of merger with respect to the Merger in customary form and substance (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware in such form as required by and in accordance with Section 251 of the DGCL. The Merger shall become effective at the time the Certificate of Merger shall have ▇▇▇▇▇▇ has been duly filed with the Secretary of State of the State of Delaware or at such other date and later time as is may be agreed upon by Parent and the Company Parties in writing and specified in the Certificate of Merger in accordance with the DGCL, such date and time hereinafter referred to as (the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (Streamline Health Solutions Inc.), Merger Agreement (Streamline Health Solutions Inc.)
Effective Time. On At or promptly following the Closing on the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall Parent will cause a certificate Certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed duly executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in such form as required by and in accordance with Section 251 of the DGCL, and make any other filings, recordings or publications required to be made by the Company or Merger Sub under the DGCL. The Merger shall become effective at the time when the Certificate of Merger shall have has been duly filed with the Secretary of State of the State of Delaware Delaware, or at such other later date and or time as is may be agreed upon by Parent and the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL, such date and time hereinafter referred to as (the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (Conagra Brands Inc.), Merger Agreement (Pinnacle Foods Inc.)
Effective Time. On the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed filed on the Closing Date or on such other date as Parent and filed the Company may agree, with the Secretary of State of the State of Delaware as provided in such form as required by and in accordance with Section 251 of the DGCL. The Merger shall become effective on the date and time at the time which the Certificate of Merger shall have has been duly filed with the Secretary of State of the State of Delaware or such other date and time as is agreed upon by Parent and the Company shall agree and specified specify in the Certificate of Merger in accordance with the DGCL, such Merger. The date and time hereinafter on which the Merger becomes effective is referred to herein as the “Effective Time.”.
Appears in 2 contracts
Sources: Merger Agreement (Hospira Inc), Merger Agreement (Pfizer Inc)
Effective Time. On the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall cause a an appropriate certificate of merger with respect to the Merger or other appropriate documents (the “Certificate of Merger”) to be 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 in such form as required by and in accordance with Section 251 the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall become effective at the time the such Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware or such other date and time as is agreed upon by Parent and the Company parties and specified in the Certificate of Merger in accordance with the DGCLMerger, such date and time hereinafter referred to as the “Effective Time”.
Appears in 2 contracts
Sources: Merger Agreement (Teradyne, Inc), Merger Agreement (Eagle Test Systems, Inc.)
Effective Time. On the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall cause the Merger to be consummated by executing, delivering and filing a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware in such form as required by and in accordance with Section 251 the relevant provisions of the DGCLDGCL and shall make such other filings or recordings required under the DGCL in connection with the Merger. The Merger shall become effective at the such time as the Certificate of Merger shall have been is duly filed with the Secretary of State of the State of Delaware Delaware, or at such other later date and or time as is may be agreed upon by Parent and the Company in writing and specified in the Certificate of Merger in accordance with the DGCL, DGCL (such date and time hereinafter as the Merger becomes effective is referred to herein as the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (Cumulus Media Inc), Merger Agreement (Harman International Industries Inc /De/)
Effective Time. On Subject to the Closing Dateprovisions of this Agreement, or on such other date as at the Closing, the Company, Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall Shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed executed, acknowledged and filed with the Secretary of State of the State of Delaware in such form as required by and in accordance with Section 251 the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall will become effective at the such time as the Certificate of Merger shall have has been duly filed with the Secretary of State of the State of Delaware or at such other later date and or time as is may be agreed upon by Parent and the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL, such date and DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (Hecla Mining Co/De/), Merger Agreement (Hecla Mining Co/De/)
Effective Time. On the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware in such form as required by and in accordance with Section 251 of the DGCL. The Merger shall become effective at the time the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware or such other date and time as is agreed upon by Parent and the Company and specified in the Certificate of Merger in accordance with the DGCL, such date and time hereinafter referred to as the “Effective Time”.
Appears in 2 contracts
Sources: Merger Agreement (Apollo Endosurgery, Inc.), Merger Agreement (Apollo Endosurgery, Inc.)
Effective Time. On Upon the Closing Dateterms and subject to the conditions set forth in this Agreement, or on such other date as Parent and simultaneously with the Company may agree to in writingClosing, Parent, Merger Sub and the Company parties hereto shall cause (i) file a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware in such form as is required by by, and executed and acknowledged in accordance with Section 251 with, the relevant provisions of the DGCL, and (ii) make all other filings or recordings required under the DGCL to effect the Merger. The Merger shall become effective at the such date and time as the Certificate of Merger shall have been is duly filed with the Secretary of State of the State of Delaware or at such other subsequent date and time as is agreed upon by Parent and the Company shall agree in writing and specified specify in the Certificate of Merger in accordance with the DGCL, such Merger. The date and time hereinafter at which the Merger becomes effective is referred to in this Agreement as the “Effective Time”.
Appears in 2 contracts
Sources: Merger Agreement (Geo Group Inc), Merger Agreement (Correctional Services Corp)
Effective Time. On the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company Parties shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be duly executed and filed with the Secretary of State of the State of Delaware (the “Delaware Secretary”) as provided under the DGCL and make any other filings, recordings or publications required to be made by the Company, Merger Sub or Parent under the DGCL in such form as required by and in accordance connection with Section 251 of the DGCLMerger. The Merger shall become effective at the such time as the Certificate of Merger shall have been is duly filed with the Delaware Secretary of State of the State of Delaware or on such other date and time as is shall be agreed upon to by Parent and the Company and Parent and specified in the Certificate of Merger in accordance with the DGCL, (such date and time being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (Linear Technology Corp /Ca/), Merger Agreement (Analog Devices Inc)
Effective Time. On Subject to the Closing Dateprovisions of this Agreement, or on such other date as at the Closing, the Company, Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed executed, acknowledged and filed with the Secretary of State of the State of Delaware in such form as required by and in accordance with Section 251 the relevant provisions of the DGCL, and shall make all other filings or recordings required under DGCL. The Merger shall become effective at the such time as the Certificate of Merger shall have has been duly filed with the Secretary of State of the State of Delaware or at such other later date and or time as is may be agreed upon by Parent and the Company and Parent in writing and specified in the Certificate of Merger in accordance with DGCL (the DGCL, such date and effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Sources: Agreement and Plan of Merger (OncoCyte Corp), Merger Agreement (OncoCyte Corp)
Effective Time. On the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware in such form as required by and in accordance with Section 251 the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall become effective at the time the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware or such other date and time as is agreed upon by Parent and the Company parties and specified in the Certificate of Merger in accordance with the DGCLMerger, such date and time hereinafter referred to as the “Effective Time.”.
Appears in 2 contracts
Sources: Merger Agreement (Qualtrics International Inc.), Merger Agreement (Bojangles', Inc.)
Effective Time. On the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed executed, signed, acknowledged and filed with the Secretary of State of the State of Delaware in such form as is required by and in accordance with Section 251 the relevant provisions of the DGCL, and shall make all other deliveries, filings or recordings required by the DGCL in connection with the Merger. The Merger shall become effective at the time when the Certificate of Merger shall have has been duly filed with the Secretary of State of the State of Delaware or at such other subsequent date and or time as is agreed upon by Parent and the Company may agree and specified specify in the Certificate of Merger in accordance with the DGCL, such date and time hereinafter referred to as DGCL (the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (Dover Motorsports Inc), Merger Agreement (Papa Murphy's Holdings, Inc.)
Effective Time. On As soon as practicable following the Closing DateClosing, and provided that this Agreement has not been terminated or on such other date as Parent abandoned pursuant to Article IX hereof, the Company and the Company may agree to in writing, Parent, Merger Sub and the Company shall Parent will cause a certificate Certificate of merger with respect to the Merger (the “"Certificate of Merger”") to be executed and filed with the Secretary of State of the State of Delaware as provided in such form as required by and in accordance with Section 251 of the DGCL. The Merger shall become effective at on the time date on which the Delaware Certificate of Merger shall have has been duly filed with the Secretary of State of the State of Delaware or Delaware, and such other date and time as is agreed upon by Parent and the Company and specified in the Certificate of Merger in accordance with the DGCL, such date and time hereinafter referred to as the “"Effective Time”." Unless Parent and the Company agree otherwise, the Certificate of Merger shall specify that the Merger will become effective upon its filing with the Secretary of State of the State of Delaware.
Appears in 1 contract
Sources: Merger Agreement (Koninklijke Philips Electronics Nv)
Effective Time. On Subject to the Closing Dateprovisions of this Agreement, or on such other date as at the Closing, the Company, Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed executed, acknowledged and filed with the Secretary of State of the State of Delaware in such form as required by and in accordance with Section 251 the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall will become effective at the such time as the Certificate of Merger shall have has been duly filed with the Secretary of State of the State of Delaware or at such other later date and or time as is may be agreed upon by Parent and the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL, such date and DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 1 contract
Effective Time. On Subject to the Closing Dateprovisions of this Agreement, or on such other date as at the Closing, the Company, Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed executed, acknowledged and filed with the Secretary of State of the State of Delaware in such form as required by and in accordance with Section 251 the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall will become effective at the such time as the Certificate of Merger shall have ▇▇▇▇▇▇ has been duly filed with the Secretary of State of the State of Delaware or at such other later date and or time as is may be agreed upon by Parent and the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL, such date and DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 1 contract
Sources: Merger Agreement
Effective Time. On Upon the Closing Date, or on such other date as Parent terms and subject to the Company may agree to conditions set forth in writingthis Agreement, Parent, Merger Sub Subsidiary and the Company shall cause a certificate of merger with respect to in substantially the Merger form attached hereto as Exhibit E (the “Certificate of Merger”) to be properly executed and filed with the Secretary of State of the State of Delaware in such form as required by and in accordance with Section 251 of the DGCLDGCL on the Closing Date. The Merger shall become effective at the time of filing the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware or such other date and time as is agreed upon by Parent and the Company and specified in the Certificate of Merger in accordance with the DGCL, such date and DGCL (the effective time hereinafter of the Merger being referred to in this Agreement as the “Effective Time”).
Appears in 1 contract
Effective Time. On Subject to the Closing Dateprovisions of this Agreement, or on such other date as at the Closing, the Company, Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed executed, acknowledged and filed with the Secretary of State of the State of Delaware in such form as required by and in accordance with Section 251 the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall become effective at the such time as the Certificate of Merger shall have has been duly filed with the Secretary of State of the State of Delaware Delaware, or at such other later date and or time as is may be agreed upon by Parent and the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL, such date and DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 1 contract
Effective Time. On Subject to the Closing Date, or on such other date as Parent and the Company may agree to in writingprovisions of this Agreement, Parent, Merger Sub and the Company shall cause the Merger to be consummated by filing a certificate Certificate of merger with respect to the Merger (the “"Certificate of Merger”") to be executed and filed with the Secretary of State of the State of Delaware (the "Secretary") in such form as required by by, and executed in accordance with Section 251 with, the relevant provisions of the DGCL, as soon as practicable on or after the Closing Date (as hereinafter defined). The Merger shall become effective at upon the time the filing of such Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware or at such other date and later time as is agreed upon in writing by Parent and the Company and specified in the Certificate of Merger in accordance with (the DGCL, such date and time hereinafter referred to as the “"Effective Time”").
Appears in 1 contract
Effective Time. On the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware a properly executed certificate of merger conforming to the requirements of the DGCL and in such form as required by and substance consistent with the requirements of this Agreement and otherwise reasonably satisfactory to Parent, executed in accordance with Section 251 the relevant provisions of the DGCLDGCL (the “Certificate of Merger”). The Merger shall become effective on the date and at the time that the Certificate of Merger shall have been duly is filed with the Secretary of State of the State of Delaware or at such other date and subsequent time as is agreed upon by Parent and the Company shall agree and as shall be specified in the Certificate of Merger in accordance with the DGCL, such date and time hereinafter referred to as (the “Effective Time”).
Appears in 1 contract
Sources: Merger Agreement (Brown & Brown Inc)
Effective Time. On the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall will cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware in such form as required by and a certificate of merger or other appropriate documents (collectively, the “Certificate of Merger”) executed in accordance with Section 251 the relevant provisions of the DGCLDGCL and will make all other filings or recordings required under the DGCL in connection with the Merger. The Merger shall will become effective at the such time as the Certificate of Merger shall have been is duly filed with the such Secretary of State of the State of Delaware State, or at such other date and time as is agreed upon by Parent and the Company will agree and specified specify in the Certificate of Merger in accordance with (the DGCL, such date and time hereinafter referred to as the Merger becomes effective being the “Effective Time”).
Appears in 1 contract
Effective Time. On the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed filed on the Closing Date or on such other date as Parent and filed the Company may agree, with the Secretary of State of the State of Delaware as provided in such form as required by and in accordance with Section 251 of the DGCL. The Merger shall become effective at the such time as the Certificate of Merger shall have been M▇▇▇▇▇ is duly filed with the Secretary of State of the State of Delaware or such other later time and date and time as is may be agreed upon by Parent and the Company in writing and specified in the Certificate of Merger in accordance with the DGCLMerger, and such time on such date and time hereinafter is referred to herein as the “Effective Time”.
Appears in 1 contract
Effective Time. On the Closing Date, Date (or on such other date as the Parent and the Company may agree to in writing), Parent, Merger Sub and the Company Parties shall cause the Merger to be consummated by filing a certificate of merger with respect to the Merger (the “"Certificate of Merger”") to be executed and filed with the Secretary of State of the State of Delaware in such form as required Delaware, and executed by and the Company in accordance with Section 251 with, the applicable provisions of the DGCL. The Merger shall become effective at the time at which the Certificate of Merger shall have been is duly filed with and accepted for filing by the Secretary of State of the State of Delaware or at such other date and later time as is agreed upon in writing by the Parent and the Company and specified in the Certificate of Merger in accordance with the DGCLMerger, and such date and time is hereinafter referred to as the “"Effective Time”".
Appears in 1 contract
Sources: Merger Agreement (Animal Health International, Inc.)
Effective Time. On Subject to the Closing Dateprovisions of this Agreement, or on such other date as Parent and at the Effective Time, the Company may agree to in writing, Parent, and Merger Sub and the Company shall Corp will cause a certificate of merger with respect to the Merger (the “First Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware in such form as required by and in accordance with Section 251 the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The First Merger shall will become effective at such time as the time the First Certificate of Merger shall have has been duly filed with the Secretary of State of the State of Delaware or at such other later date and or time as is may be agreed upon by Parent and the Company and Parent in writing and specified in the First Certificate of Merger in accordance with the DGCL, such date and DGCL (the effective time of the First Merger being hereinafter referred to as the “Effective Time”).
Appears in 1 contract
Effective Time. On As part of the Closing DateClosing, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company parties hereto shall cause (A) file a certificate of merger with respect to the Merger (the “Certificate "CERTIFICATE OF MERGER"), or, if applicable, a certificate of Merger”) to be executed ownership and filed with the Secretary of State of the State of Delaware merger, in such form as is required by and executed in accordance with Section 251 the relevant provisions of the DGCL and (B) make all other filings or recordings required under the DGCL. The Merger shall become effective at the such time as the Certificate of Merger shall have been Merger, or, if applicable, the certificate of ownership and merger, is duly filed with the Delaware Secretary of State of the State of Delaware or at such other date and subsequent time as is agreed upon by Parent and the Company shall agree and be specified in the Certificate of Merger in accordance with (the DGCL, such date and time hereinafter referred to as the “Effective Time”Merger becomes effective being the "EFFECTIVE TIME").
Appears in 1 contract
Sources: Merger Agreement (Synavant Inc)
Effective Time. On Subject to the Closing Dateprovisions of this Agreement, or on such other date as at the Closing, the Company, Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed executed, acknowledged and filed with the Secretary of State of the State of Delaware in such form as required by and in accordance with Section 251 the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall will become effective at the such time as the Certificate of Merger shall have has been duly filed with the Secretary of State of the State of Delaware or at such other later date and or time as is may be agreed upon by Parent and the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL, such date and DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 1 contract
Effective Time. On the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be duly executed and filed in accordance with the DGCL 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 in such form as and shall make all other filings or recordings required by and in accordance with Section 251 of under the DGCL. The Merger shall become effective at the time the such Certificate of Merger shall have been duly filed with with, and accepted by, the Secretary of State of the State of Delaware or such other later date and time as is agreed upon by Parent and the Company parties and specified in the Certificate of Merger in accordance with the DGCLMerger, such date and time hereinafter referred to as the “Effective Time.”.
Appears in 1 contract
Effective Time. On Subject to the other provisions of this Agreement, on the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed duly executed, acknowledged and filed with the Secretary of State of the State of Delaware in such form as required by and in accordance with Section 251 of the DGCL, and shall make all other filings or recordings required under the DGCL in connection with the Merger. The Merger shall become effective at the time when the Certificate of Merger shall have has been duly filed with the Secretary of State of the State of Delaware or at such other subsequent date and or time as is agreed upon by Parent and the Company may agree in writing and specified specify in the Certificate of Merger in accordance with the DGCL, such DGCL (the date and time hereinafter referred to as the Merger becomes effective, the “Effective Time”).
Appears in 1 contract
Sources: Merger Agreement (Allstate Corp)
Effective Time. On the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed filed on the Closing Date (as defined in Section 1.3) or on such other date as Parent and filed the Company may agree, with the Secretary of State of the State of Delaware as provided in such form as required by and in accordance with Section 251 of the DGCL. The Merger shall become effective at the such time as the Certificate of Merger shall have been ▇▇▇▇▇▇ is duly filed with the Secretary of State of the State of Delaware or such other later time and date and time as is may be agreed upon by Parent and the Company in writing and specified in the Certificate of Merger in accordance with the DGCLMerger, and such time on such date and time hereinafter is referred to herein as the “Effective Time.”.
Appears in 1 contract
Effective Time. On Subject to the Closing Dateprovisions of this Agreement, or on such other date as Parent and at the Company may agree to in writingClosing, the Company, Parent, and Merger Sub and the Company shall will cause a certificate of merger with respect to the Merger (the “"Certificate of Merger”") to be executed executed, acknowledged, and filed with the Secretary of State of the State of Delaware in such form as required by and in accordance with Section 251 the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall will become effective at the such time as the Certificate of Merger shall have ▇▇▇▇▇▇ has been duly filed with the Secretary of State of the State of Delaware or at such other later date and or time as is may be agreed upon by Parent and the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL, such date and DGCL (the effective time of the Merger being hereinafter referred to as the “"Effective Time”").
Appears in 1 contract
Sources: Merger Agreement (Pfsweb Inc)
Effective Time. On the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware in such form as required by and in accordance with Section 251 of the DGCL. The Merger shall become effective at the time the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware or such other date and time as is agreed upon by Parent and the Company and specified in the Certificate of Merger in accordance with the DGCL, such date and time hereinafter referred to as the “Effective Time”.
Appears in 1 contract
Effective Time. On Subject to the Closing Dateprovisions of this Agreement, or on such other date as at the Closing, the Company, Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed executed, acknowledged and filed with the Secretary of State of the State of Delaware in such form as required by and in accordance with Section 251 the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall become effective at the such time as the Certificate of Merger shall have ▇▇▇▇▇▇ has been duly filed with the Secretary of State of the State of Delaware or at such other later date and or time as is may be agreed upon by Parent and the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL, such date and DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 1 contract
Effective Time. On Subject to the terms and conditions hereof, on the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall Parent will cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed duly executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in such form as required by and in accordance with Section 251 of the DGCLDGCL and shall take all such reasonable further actions as may be required by Law to make the Merger effective. The Merger shall become effective at the time when the Certificate of Merger shall have has been duly filed with the office of the Secretary of State of the State of Delaware or at such other later date and time as is agreed upon by Parent and the Company shall agree and specified specify in the Certificate of Merger in accordance with the DGCL, such date and time hereinafter referred to as (the “Effective Time”).
Appears in 1 contract
Sources: Merger Agreement (BWAY Holding CO)
Effective Time. On As soon as practicable following, and on the Closing Datedate of, or on such other date as Parent and the Closing, the Company may agree to in writing, Parent, Merger Sub and the Company shall Parent will cause a certificate of merger with respect relating to the Merger in the form set forth on Exhibit G (the “Certificate of Merger”) to be executed executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in such form as required by and in accordance with Section 251 of the DGCL. The Merger shall become effective at the time when the Certificate of Merger shall have has been duly filed with and accepted by the Secretary of State of the State of Delaware or at such other later date and time as is may be agreed upon by Parent and the Company Parties in writing and specified in the Certificate of Merger in accordance with the DGCL, (such date and time hereinafter referred to as time, the “Effective Time”).
Appears in 1 contract
Effective Time. On Upon the Closing Dateterms and subject to the conditions set forth in this Agreement, or on such other date as simultaneously with the Closing, Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall cause (i) file a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware in such form as is required by by, and executed and acknowledged in accordance with Section 251 with, the relevant provisions of the DGCL, and (ii) make all other filings or recordings required under the DGCL to effect the Merger. The Merger shall become effective at the such date and time as the Certificate of Merger shall have been is duly filed with the Secretary of State of the State of Delaware or at such other subsequent date and time as is agreed upon by Parent and the Company and specified shall specify in the Certificate of Merger in accordance with the DGCL, such Merger. The date and time hereinafter at which the Merger becomes effective is referred to in this Agreement as the “Effective Time.”.
Appears in 1 contract
Sources: Merger Agreement (Geo Group Inc)
Effective Time. On the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall cause the Merger to be consummated by executing and filing a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware in such form as required by and (the “Certificate of Merger”) in accordance with Section 251 the relevant provisions of the DGCL, and shall make all other filings or recordings as required under the DGCL. The Merger shall become effective at the date and time at which the Certificate of Merger shall have has been duly filed with the Secretary of State of the State of Delaware Delaware, or at such other later date and time as is mutually agreed upon in writing by Parent and the Company and Parent and specified in the Certificate of Merger in accordance with the DGCLMerger, such date and time hereinafter referred to as the “Effective Time”.
Appears in 1 contract
Sources: Merger Agreement (Iparty Corp)
Effective Time. On At the Closing Date, or on such other date as Parent and the Company may agree to in writingClosing, Parent, Merger Sub and the Company shall cause the Merger to be consummated by filing a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware as provided in such form as required by and in accordance with Section 251 of the DGCL. The Merger shall become effective at the time and date on which the Certificate of Merger shall have has been duly filed with the Secretary of State of the State of Delaware or such other later time and date and time as is agreed upon by Parent and the Company and specified in the Certificate of Merger in accordance with the DGCLMerger, such date and time hereinafter referred to herein as the “Effective Time”.” Parent, Sub and the Company shall make all other filings or recordings required under the DGCL in connection with the Merger.
Appears in 1 contract
Effective Time. On As promptly as possible on the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, the Merger Sub and the Company shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware as provided in such form as the DGCL and shall make all other filings or recordings required by and in accordance with Section 251 of under the DGCLDGCL to effectuate the Merger. The Merger shall become effective at the time of filing the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware or such other date and later time as is agreed upon by Parent and the Company parties and specified in the Certificate of Merger in accordance with (the DGCL, such date and time hereinafter the Merger becomes effective being referred to herein as the “Effective Time.”.)
Appears in 1 contract
Effective Time. On Subject to the Closing Dateprovisions of this Agreement, or on such other date as Parent and at the Company may agree to in writingClosing, the Company, Parent, and Merger Sub and the Company shall will cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed executed, acknowledged, and filed with the Secretary of State of the State of Delaware in such form as required by and in accordance with Section 251 the relevant provisions of the DGCLDLLCA and shall make all other filings or recordings required under the DLLCA. The Merger shall will become effective at the such time as the Certificate of Merger shall have has been duly filed with the Secretary of State of the State of Delaware or at such other later date and or time as is may be agreed upon by Parent and the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL, such date and DLLCA (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 1 contract
Sources: Merger Agreement (Tengasco Inc)
Effective Time. On the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub MergerCo and the Company shall cause duly execute a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed and filed file such Certificate of Merger with the Secretary of State of the State of Delaware in such form as required by and in accordance with Section 251 of the DGCL. The Merger shall become effective at the such time as the Certificate of Merger shall have Merger, accompanied by payment of the filing fee (as provided in the DGCL), has been duly filed with examined by, and received the endorsed approval of, the Secretary of State of the State of Delaware Delaware, or at such other date and subsequent time as is agreed upon by Parent and the Company shall agree and specified shall specify in the Certificate of Merger in accordance with (the DGCL, such date and time hereinafter referred to as the Merger becomes effective being the “Effective Time”).
Appears in 1 contract
Sources: Merger Agreement (Transaction Systems Architects Inc)
Effective Time. On Upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and Parent will cause the Company shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) Merger to be duly executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall take all such form reasonable further actions as may be required by and in accordance with Section 251 of Law to make the DGCLMerger effective. The Merger shall become effective on the Closing Date at the time when the Certificate of Merger shall have has been duly filed with the office of the Secretary of State of the State of Delaware or at such other later date and time as is agreed upon by Parent and the Company may agree and specified specify in the Certificate of Merger in accordance with the DGCL, such date and time hereinafter referred to as DGCL (the “"Effective Time”").
Appears in 1 contract
Effective Time. On Subject to the Closing Dateprovisions of this Agreement, or on such other date as Parent and at the Company may agree to in writingClosing, the Company, Parent, and Merger Sub and the Company shall will cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware in such form as required by and in accordance with Section 251 the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall will become effective at the such time as the Certificate of Merger shall have has been duly filed with the Secretary of State of the State of Delaware or at such other later date and or time as is may be agreed upon by Parent and the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL, such date and DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 1 contract
Effective Time. On Parent, Newco and the Company will cause a Certificate of Merger (the "Certificate of Merger") to be executed and filed on the date of the Closing Date, (or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware as provided in such form as the DGCL and shall make all other filings or recordings required by and the DGCL in accordance connection with Section 251 of the DGCLMerger. The Merger shall become effective at on the time date on which the Certificate of Merger shall have has been duly filed with the Secretary of State of the State of Delaware Delaware, or such other later date and time as is agreed upon by Parent and the Company parties and specified in the Certificate of Merger in accordance with the DGCLMerger, and such date and time is hereinafter referred to as the “"Effective Time”."
Appears in 1 contract
Effective Time. On Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall cause file a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware (the “DE SOS”) in such form as is required by by, and executed and acknowledged in accordance with Section 251 with, the relevant provisions of the DGCL. The Merger shall become effective on the date and time at the time which the Certificate of Merger shall have has been duly filed with the Secretary of State of the State of Delaware DE SOS or at such other date and time as is agreed upon by Parent and the Company shall agree in writing and as is specified in the Certificate of Merger in accordance with the DGCL, such Merger. The date and time hereinafter at which the Merger becomes effective is referred to in this Agreement as the “Effective Time.”.
Appears in 1 contract
Sources: Merger Agreement (Distribution Solutions Group, Inc.)
Effective Time. On the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall cause a certificate of merger with respect to the Merger (the “Certificate of First Merger”) to be executed filed on the Closing Date (or on such other date as Parent and filed the Company may agree in writing) with the Secretary of State of the State of Delaware as provided in such form as the DGCL and shall make all other filings or recordings required by and the DGCL in accordance connection with Section 251 of the DGCLMerger. The Merger shall become effective at the time at which the Certificate of First Merger shall have been is duly filed with the Secretary of State of the State of Delaware or at such other date and later time as is agreed upon in writing by the Parent and the Company and specified in the Certificate of Merger in accordance with the DGCLFirst Merger, and such date and time is hereinafter referred to as the “Effective Time.”.
Appears in 1 contract
Effective Time. On the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall cause the Merger to be consummated by executing and filing a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware in such form as required by and (the ‘‘Certificate of Merger’’) in accordance with Section 251 the relevant provisions of the DGCL, and shall make all other filings or recordings as required under the DGCL. The Merger shall become effective at the date and time at which the Certificate of Merger shall have has been duly filed with the Secretary of State of the State of Delaware Delaware, or at such other later date and time as is mutually agreed upon in writing by Parent and the Company and Parent and specified in the Certificate of Merger in accordance with the DGCLMerger, such date and time hereinafter referred to as the “‘‘Effective Time”’’.
Appears in 1 contract
Sources: Merger Agreement
Effective Time. On Subject to the Closing Dateprovisions of this Agreement, or on such other date as Parent and at the Company may agree to in writingClosing, the Company, Parent, and Merger Sub and the Company shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed executed, acknowledged, and filed with the Secretary of State of the State of Delaware in such form as required by and in accordance with Section 251 the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall will become effective at the such time as the Certificate of Merger shall have M▇▇▇▇▇ has been duly filed with the Secretary of State of the State of Delaware or at such other later date and or time as is may be agreed upon by Parent and the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL, such date and DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 1 contract
Effective Time. On the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall cause execute and file with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger (the “Certificate of Merger”) ), executed in accordance with, and containing such information as is required by, the applicable provisions of the DLLCA and the DGCL in order to be executed effect the Merger. The Merger shall become effective on such date and at such time as the Certificate of Merger is filed with the Secretary of State of the State of Delaware in such form as required by and in accordance with Section 251 of the DGCL. The Merger shall become effective Delaware, or at the time the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware or such other date and time as is agreed upon in writing by Parent and the Company and specified in the Certificate of Merger in accordance with the DGCL, relevant provisions of the DLLCA and the DGCL (such date and time is hereinafter referred to as the “Effective Time”).
Appears in 1 contract
Effective Time. On the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall cause a the certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware in such form as required by and in accordance with Section 251 the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall become effective at the time the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware or such other date and time as is agreed upon by Parent and the Company parties and specified in the Certificate of Merger in accordance with the DGCLMerger, such date and time hereinafter referred to as the “Effective Time.”.
Appears in 1 contract
Sources: Merger Agreement (Sonic Corp)
Effective Time. On Subject to the Closing Dateprovisions of this Agreement, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall cause a certificate of merger with respect to satisfying the Merger applicable requirements of the DGCL (the “Certificate of Merger”) to shall be duly executed and by the Company, and, simultaneously with or as soon as practicable following the Closing, filed with the Secretary of State of the State of Delaware in such form as required by and in accordance with Section 251 (the “Secretary of the DGCLState”). The Merger shall become effective at upon the later of: (a) the date and time of the filing of the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware State, or (b) such other later date and time as is agreed upon by Parent and the Company and may be specified in the Certificate of Merger in accordance with the DGCL, such prior written consent of Parent. The date and time hereinafter the Merger becomes effective is referred to in this Agreement as the “Effective Time.”.
Appears in 1 contract
Sources: Merger Agreement (Boeing Co)
Effective Time. On Subject to the terms and conditions hereof, on the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall Parent will cause a an appropriate certificate of merger with respect to the Merger (the “"Certificate of Merger”") to be duly executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall take all such form reasonable further actions as may be required by and in accordance with Section 251 of Law to make the DGCLMerger effective. The Merger shall become effective at the time when the Certificate of Merger shall have has been duly filed with the office of the Secretary of State of the State of Delaware or at such other later date and time as is agreed upon by Parent and the Company shall agree and specified specify in the Certificate of Merger in accordance with the DGCL, such date and time hereinafter referred to as DGCL (the “"Effective Time”").
Appears in 1 contract
Effective Time. On the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall cause a an executed certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware as provided in such form as required by and in accordance with Section 251 252 of the DGCL. The Merger shall become effective at the time when the Certificate of Merger shall have has been duly filed with the Secretary of State of the State of Delaware Delaware, or at such other subsequent date and or time as is agreed upon by Parent and the Company may agree and specified specify in the Certificate of Merger in accordance with the DGCL, such date and time hereinafter referred to as DGCL (the “Effective Time”). The parties agree that the Effective Time specified in the Certificate of Merger shall be on the last day of the month in which the Closing occurs.
Appears in 1 contract
Effective Time. On Subject to the Closing Dateprovisions of this Agreement, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall will cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed and filed acknowledged and delivered to Parent at the Closing and, as soon as reasonably practicable following the Closing, Parent shall file the Certificate of Merger with the Secretary of State of the State of Delaware Delaware, in such form as required by and each case in accordance with Section 251 of the DGCL. The Merger shall will become effective at the such time as the Certificate of Merger shall have has been duly filed with the Secretary of State of the State of Delaware or at such other later date and or time as is may be agreed upon by Parent and the Company and Merger Sub in writing and specified in the Certificate of Merger in accordance with the DGCLDGCL (the effective time of the Merger, such date and time hereinafter referred to as the “Effective Time”).
Appears in 1 contract
Effective Time. On Subject to the Closing Dateprovisions of this Agreement, or on such other date as at the Closing, the Company, Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall will cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed executed, acknowledged and filed with the Secretary of State of the State of Delaware in such form as required by and in accordance with Section 251 the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall will become effective at the such date and time as the Certificate of Merger shall have has been duly filed with the Secretary of State of the State of Delaware or at such other later date and or time as is may be agreed upon by Parent and the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL, such date and DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 1 contract
Effective Time. On the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed filed on the Closing Date (or on such other date as Parent and filed the Company may agree in writing) with the Secretary of State of the State of Delaware as provided in, and executed and acknowledged in such form as accordance with, the DGCL, and shall make all other filings or recordings required by and the DGCL in accordance connection with Section 251 of the DGCLMerger. The Merger shall become effective at the time at which the Certificate of Merger shall have been is duly filed with the Secretary of State of the State of Delaware or at such other date and later time as is agreed upon in writing by Parent and the Company Parties and specified in the Certificate of Merger in accordance with the DGCLMerger, and such date and time is hereinafter referred to as the “Effective Time.”.
Appears in 1 contract
Effective Time. On the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company Parties shall cause a certificate of merger with respect to the Merger (the “"Certificate of Merger”") to be duly executed and filed with the Secretary of State of the State of Delaware as provided under the DGCL and make any other filings, recordings or publications required to be made by the Company or Merger Sub under the DGCL in such form as required by and in accordance connection with Section 251 of the DGCLMerger. The Merger shall become effective at the such time as the Certificate of Merger shall have been is duly filed with the Secretary of State of the State of Delaware or on such other later date and time as is shall be agreed upon to by Parent and the Company and Parent and specified in the Certificate of Merger in accordance with the DGCL, DGCL (such date and time being hereinafter referred to as the “"Effective Time”").
Appears in 1 contract
Sources: Agreement and Plan of Merger (Kythera Biopharmaceuticals Inc)
Effective Time. On At the Closing DateClosing, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed executed, signed, acknowledged and filed with the Secretary of State of the State of Delaware in such form as is required by and in accordance with Section 251 the relevant provisions of the DGCL, and shall make all other deliveries, filings or recordings required by the DGCL in connection with the Merger. The Merger shall become effective at the time when the Certificate of Merger shall have has been duly filed with the Secretary of State of the State of Delaware or at such other subsequent date and or time as is agreed upon by Parent and the Company may agree and specified specify in the Certificate of Merger in accordance with the DGCL, such date and time hereinafter referred to as DGCL (the “Effective Time”).
Appears in 1 contract
Effective Time. On the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed filed on the Closing Date (as defined in Section 1.3) or on such other date as Parent and filed the Company may agree, with the Secretary of State of the State of Delaware as provided in such form as required by and in accordance with Section 251 of the DGCL. The Merger shall become effective at the such time as the Certificate of Merger shall have been ▇▇▇▇▇▇ is duly filed with the Secretary of State of the State of Delaware or such other later time and date and time as is may be agreed upon by Parent and the Company in writing and specified in the Certificate of Merger in accordance with the DGCLMerger, and such time on such date and time hereinafter is referred to herein as the “Effective Time.”.
Appears in 1 contract
Sources: Merger Agreement
Effective Time. On the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, and Merger Sub and the Company shall cause the Merger to be consummated by executing, delivering and filing a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware in such form as required by and in accordance with Section 251 the relevant provisions of the DGCLDGCL and shall make such other filings or recordings required under the DGCL in connection with the Merger. The Merger shall become effective at the such time as the Certificate of Merger shall have been is duly filed with the Secretary of State of the State of Delaware Delaware, or at such other later date and or time as is may be agreed upon by Parent and the Company in writing and specified in the Certificate of Merger in accordance with the DGCL, DGCL (such date and time hereinafter as the Merger becomes effective is referred to herein as the “Effective Time”).
Appears in 1 contract
Sources: Merger Agreement (Visant Corp)
Effective Time. On Concurrently with the Closing DateClosing, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall Parent will cause a certificate Certificate of merger Merger with respect to the Merger (the “Certificate of Merger”) to be executed executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in such form as the DGCL and make all other filings or recordings required by and under the DGCL in accordance connection with Section 251 of the DGCLMerger. The Merger shall become effective on the date and at the time when the Certificate of Merger shall have has been duly filed with the Secretary of State of the State of Delaware or at such other later date and or time as is may be agreed upon by Parent and the Company and specified Parent in writing and set forth in the Certificate of Merger in accordance with the DGCL, such date and time hereinafter referred to as DGCL (the “Effective Time”).
Appears in 1 contract
Effective Time. On the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed filed on the Closing Date (as defined in Section 1.5) or on such other date as Parent and filed the Company may agree, with the Secretary of State of the State of Delaware as provided in such form as required by and in accordance with Section 251 of the DGCL. The Merger shall become effective at the such time as the Certificate of Merger shall have been is duly filed with the Secretary of State of the State of Delaware or such other later time and date and time as is may be agreed upon by Parent and the Company in writing and specified in the Certificate of Merger in accordance with the DGCLMerger, and such time on such date and time hereinafter is referred to herein as the “Effective Time.”.
Appears in 1 contract
Effective Time. On Subject to the terms and conditions set forth in this Agreement, on the Closing DateDate (as defined below), or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall cause a certificate of merger with respect merger, in proper form and mutually acceptable to the Merger parties (the “Certificate of MergerMerger Certificate”) to ), shall be duly executed and filed with acknowledged by the Company and thereafter delivered to the Secretary of State of the State of Delaware in such form as required by and in accordance with Section 251 of for filing pursuant to the DGCL. The Merger shall become effective at such time as a properly executed copy of the time the Merger Certificate of Merger shall have been is duly filed with the Secretary of State of in accordance with the State of Delaware DGCL or such other date and later time as is agreed upon by Parent and the Company may agree upon and specified as set forth in the Merger Certificate of (the time the Merger in accordance with the DGCL, such date and time hereinafter becomes effective being referred to herein as the “Effective Time”).
Appears in 1 contract
Sources: Merger Agreement (Improvenet Inc)
Effective Time. On Concurrently with the Closing DateClosing, or on such other date as Parent and the Company may agree to in writing, Parent, and Merger Sub and the Company shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware in such form as required by a certificate of merger (the “Certificate of Merger”), executed and filed in accordance with Section 251 with, and containing such information as is required by, the relevant provisions of the DGCLDGCL in order to effect the Merger. The Merger shall will become effective at the such time as the Certificate of Merger shall have been is duly filed with the Secretary of State of the State of Delaware or on such other later date and time as is may be agreed upon by Parent and the Company and Parent and specified in the Certificate of Merger in accordance with the relevant provisions of the DGCL, such . The date and time hereinafter at which the Merger becomes effective is referred to in this Agreement as the “Effective Time.”.
Appears in 1 contract
Sources: Merger Agreement (Cellular Biomedicine Group, Inc.)
Effective Time. On Subject to the Closing Dateprovisions of this Agreement, or on such other date as at the Closing, the Company, Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall cause a certificate of merger with respect to in substantially the Merger form attached hereto as Exhibit E (the “Certificate of Merger”) to be executed executed, acknowledged and filed with the Secretary of State of the State of Delaware in such form as required by and in accordance with Section 251 the relevant provisions of the DGCL. The Merger shall become effective at the such time as the Certificate of Merger shall have has been duly filed with the Secretary of State of the State of Delaware or at such other later date and or time as is may be agreed upon by Parent and the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL, such date and DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 1 contract
Sources: Merger Agreement (Realpage Inc)
Effective Time. On the Closing Date, or on such other date as Parent and the Company may agree will cause to in writing, Parent, Merger Sub and be filed with the Company shall cause Secretary of State of Delaware a certificate of merger with respect merger, substantially in the form attached hereto as Exhibit A to effect the Merger (collectively, the “Certificate of Merger”) executed in accordance with the relevant provisions of the DGCL and will make all other filings or recordings required under the DGCL to be executed and effect the Merger. The Merger will become effective at such time as the Certificate of Merger is duly filed with the such Secretary of State of the State of Delaware in Delaware, or at such form as required by and in accordance with Section 251 of the DGCL. The Merger shall become effective at the time the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware or such other date and later time as is agreed upon by Parent and the Company shall agree and specified specify in the Certificate of Merger in accordance with (the DGCL, such date and time hereinafter referred to as the Merger becomes effective being the “Effective Time”).
Appears in 1 contract
Effective Time. On Subject to the terms and conditions hereof, on the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall Parent will cause a an appropriate certificate of merger with respect to the Merger (the “Certificate of Merger”) to be duly executed and filed with the Secretary of State of the State of Delaware in such form as required by and (the “Secretary of State”) in accordance with Section 251 the relevant provisions of the DGCLDGCL and shall take all such reasonable further actions as may be required by Law to make the Merger effective. The Merger shall become effective at the time when the Certificate of Merger shall have has been duly filed with the office of the Secretary of State of the State of Delaware or at such other later date and time as is agreed upon by Parent and the Company shall agree and specified specify in the Certificate of Merger in accordance with the DGCL, such date and time hereinafter referred to as DGCL (the “Effective Time”).
Appears in 1 contract
Sources: Merger Agreement (Aly Nauman A)
Effective Time. On Upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date, or on such other date as Parent and the Company may agree and Parent will cause the Merger to in writingbe consummated by filing all necessary documentation, Parent, Merger Sub and the Company shall cause including a certificate of merger with respect to the Merger in customary form and substance (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware in such form as required by and in accordance with Section 251 of the DGCL. The Merger shall become effective at the time when the Certificate of Merger shall have M▇▇▇▇▇ has been duly filed with the Secretary of State of the State of Delaware or at such other date and later time as is may be agreed upon by Parent and the Company Parties in writing and specified in the Certificate of Merger in accordance with the DGCL, such date and time hereinafter referred to as (the “Effective Time”).
Appears in 1 contract
Effective Time. On the Closing Date, or on such other date as Parent and the Company may agree to in writing, ParentCompany, Merger Sub and the Company Parent shall cause to be filed with the Department of State of the State of Delaware a certificate of merger with respect to merger, in the Merger form attached hereto as Exhibit C (the “Certificate of Merger”) to be ), executed and filed with the Secretary of State of the State of Delaware in such form as required by and in accordance with Section 251 the relevant provisions of the DGCLDLLCA, and shall make all other filings or recordings required under the DLLCA to effectuate the Merger. The Merger shall become effective at the such time as the Certificate of Merger shall have been is duly filed with the Secretary Department of State of the State of Delaware Delaware, or at such other date and time as is agreed upon by Parent and the Company shall agree and specified specify in the Certificate of Merger in accordance with (the DGCL, such date and time hereinafter referred to as the Merger becomes effective being the “Effective Time”).
Appears in 1 contract
Sources: Merger Agreement (Fortress Transportation & Infrastructure Investors LLC)
Effective Time. On the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub MergerCo and the Company shall cause a the certificate of merger with respect to substantially in the Merger form attached hereto as Exhibit A (the “Certificate of Merger”) to be duly executed and filed with the Secretary of State of the State of Delaware in such form as required by and in accordance with Section 251 of this Agreement and the DGCL. The Merger shall become effective at the such time as the Certificate of Merger shall have Merger, accompanied by payment of the filing fee (as provided in the DGCL), has been duly filed with examined by, and received the endorsed approval of, the Secretary of State of the State of Delaware Delaware, or at such other date and subsequent time as is agreed upon by Parent and the Company shall agree and specified shall specify in the Certificate of Merger in accordance with (the DGCL, such date and time hereinafter referred to as the Merger becomes effective being the “Effective Time”).
Appears in 1 contract
Effective Time. On the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware a properly executed certificate of merger conforming to the requirements of the DGCL and in such form as required by and substance consistent with the requirements of this Agreement and otherwise reasonably satisfactory to Parent, executed in accordance with Section 251 the relevant provisions of the DGCLDGCL (the “Certificate of Merger”). The Merger shall become effective at the time the Certificate of Merger shall have been duly filed with acceptance by the Secretary of State of the State of Delaware of the filing of the Certificate of Merger or such other date and later time as is may be agreed upon by Parent and the Company and specified set forth in the Certificate of Merger in accordance with the DGCL, such date and time hereinafter being referred to as herein the “Effective Time.”.
Appears in 1 contract