Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company, Parent, and Merger Sub will cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 8 contracts
Sources: Merger Agreement (Vidler Water Resources, Inc.), Merger Agreement (Liquid Media Group Ltd.), Merger Agreement (Liquid Media Group Ltd.)
Effective Time. Subject On the Closing Date, or on such other date as Parent and the Company may agree to the provisions of this Agreement, at the Closing, the Companyin writing, Parent, and Merger Sub will and the Company shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed, acknowledged, executed and filed with the Secretary of State of the State of Delaware in such form as required by and in accordance with the relevant provisions Section 251 of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such the time as the Certificate of Merger has shall have been duly filed with the Secretary of State of the State of Delaware or at such later other date or and time as may be is agreed upon by Parent and the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective DGCL, such date and time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 8 contracts
Sources: Merger Agreement (Penumbra Inc), Merger Agreement (Boston Scientific Corp), Merger Agreement (Nordson Corp)
Effective Time. Subject to On the provisions of this Agreement, at the ClosingClosing Date, the Company, Parent, and Merger Sub will Parties shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed, acknowledged, duly executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of as provided under the DGCL and shall make all any other filings filings, recordings or recordings publications required to be made by the Company or Purchaser under the DGCLDGCL in connection with the Merger. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Secretary of State of the State of Delaware or at on such later other date or and time as may shall be agreed to by the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective such date and time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 6 contracts
Sources: Merger Agreement, Merger Agreement (Tableau Software Inc), Agreement and Plan of Merger (Salesforce Com Inc)
Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company, Parent, Parent and Merger Sub will shall cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 6 contracts
Sources: Merger Agreement (MassRoots, Inc.), Merger Agreement (Harvard Bioscience Inc), Merger Agreement (MassRoots, Inc.)
Effective Time. Subject to On the provisions of this Agreement, at the ClosingClosing Date, the Company, Parent, and Merger Sub will Parties shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed, acknowledged, duly executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of as provided under the DGCL and shall make all any other filings filings, recordings or recordings publications required to be made by the Company or Merger Sub under the DGCLDGCL in connection with the Merger. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Secretary of State of the State of Delaware or at on such later other date or and time as may shall be agreed to by the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective such date and time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 5 contracts
Sources: Merger Agreement (Zoom Video Communications, Inc.), Merger Agreement (U.S. Concrete, Inc.), Merger Agreement
Effective Time. Subject to On the provisions of this Agreement, at the ClosingClosing Date, the Company, Parent, and Merger Sub will Parties shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed, acknowledged, duly executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of as provided under the DGCL and shall make all any other filings filings, recordings or recordings publications required to be made by the Company or Merger Sub under the DGCLDGCL in connection with the Merger. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Secretary of State of the State of Delaware or at on such later date or and time as may shall be agreed to by the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective such date and time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 4 contracts
Sources: Merger Agreement (Repros Therapeutics Inc.), Agreement and Plan of Merger (Allergan PLC), Merger Agreement (Kythera Biopharmaceuticals Inc)
Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company, Parent, Sub and Merger Sub will the Company shall cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, filed on the Closing Date (or on such other date as Parent and filed the Company may agree in writing) with the Secretary of State of the State of Delaware as provided in accordance with the relevant provisions of the DGCL DGCL, and shall make all other filings or recordings required under by the DGCLDGCL in connection with the Merger. The Merger will shall become effective at such the time as at which the Certificate of Merger has been is duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be is agreed upon in writing by the Company and Parent in writing parties and specified in the Certificate of Merger in accordance with the DGCL (the effective Merger, and such time of the Merger being is hereinafter referred to as the “Effective Time.”).
Appears in 4 contracts
Sources: Merger Agreement (RenPac Holdings Inc.), Merger Agreement (Pactiv Corp), Merger Agreement (J.M. Tull Metals Company, Inc.)
Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company, Parent, Company and Merger Sub will Parent shall cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, acknowledged and filed with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”) in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Delaware Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 4 contracts
Sources: Merger Agreement (Innoviva, Inc.), Merger Agreement (Entasis Therapeutics Holdings Inc.), Merger Agreement (Telenav, Inc.)
Effective Time. Subject to the provisions terms and conditions of this Agreement, at the Closing, the Company, Parent, Parent and Merger Sub will Company shall cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, and filed with the Secretary of State of the State of Delaware (the “Delaware Secretary”) a certificate of merger effecting the Merger in accordance with substantially the relevant provisions form attached hereto as Exhibit A (the “Certificate of the DGCL and shall make all other filings or recordings required under Merger”), as provided in Section 251 of the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Delaware Secretary of State of the State of Delaware or at such later other date or time as may be agreed by the Parent and Company and Parent shall agree in writing and specified shall specify in the Certificate of Merger in accordance with the DGCL (the effective such date and time of the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 4 contracts
Sources: Merger Agreement (United Rentals North America Inc), Merger Agreement (Neff Corp), Merger Agreement (Neff Corp)
Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company, Parent, Purchaser and Merger Sub will the Company shall cause a an appropriate certificate of merger or other appropriate documents (the “Certificate of Merger”) to be executed, acknowledged, executed and filed on the Closing Date (or on such other date as Parent and the Company may agree) with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at the time such time as the Certificate of Merger has have been duly filed with the Secretary of State of the State of Delaware or at such later date or and time as may be is agreed upon by the Company and Parent in writing parties and specified in the Certificate of Merger in accordance with the DGCL (the effective Merger, such date and time of the Merger being 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. Subject Prior to the provisions of this Agreement, at the Closing, the Company, ParentCompany shall prepare, and Merger Sub will cause a certificate of merger (on the “Certificate of Merger”) to be executed, acknowledged, and filed Closing Date the Company shall file with the Secretary of State of the State of Delaware Delaware, a certificate of merger or other appropriate documents (in any such case, the "Certificate of Merger") executed in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the such Secretary of State of the State of Delaware State, or at such later date or other time as may be agreed by Parent and the Company shall agree and Parent in writing and specified specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “"Effective Time”").
Appears in 4 contracts
Sources: Merger Agreement (Genovese Drug Stores Inc), Merger Agreement (Penney J C Co Inc), Merger Agreement (Penney J C Co Inc)
Effective Time. Subject The parties to this Agreement shall cause the provisions of this Agreement, at the Closing, the Company, Parent, and Merger Sub will cause to be consummated by filing a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, on the Closing Date (or on such other date as Parent and filed the Company may agree) with the Secretary of State of the State of Delaware Delaware, in such form as required by, and executed in accordance with with, the relevant provisions of the DGCL (the date and shall make all other filings or recordings required under time of the DGCL. The Merger will become effective at such time as filing of the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware Delaware, or at such later date or time as may be agreed by the Company and Parent in writing and is specified in the Certificate of Merger in accordance with and as is agreed to by Parent and the DGCL (the effective time of the Merger Company, being hereinafter referred to as the “Effective Time”).
Appears in 4 contracts
Sources: Merger Agreement (EF Johnson Technologies, Inc.), Merger Agreement (Bae Systems PLC), Merger Agreement (BAE Systems, Inc.)
Effective Time. Subject to On the provisions of this Agreement, at Closing Date (or on such other date as Parent and the ClosingCompany may agree), the Company, Parent, Company and Merger Sub will cause shall file with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) to be executed, acknowledgedexecuted in accordance with, and filed with the Secretary of State of the State of Delaware in accordance with containing such information as is required by, the relevant provisions of the DGCL and shall make all other filings or recordings required under in order to effect the DGCLMerger. The Merger will shall become effective at such the time as the Certificate of Merger has shall have been duly filed with with, and accepted by, the Secretary of State of the State of Delaware or at such later date or and time as may be is agreed upon by the Company and Parent in writing parties and specified in the Certificate of Merger in accordance with the DGCL (the effective Merger, such date and time of the Merger being 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. Subject to the provisions of this Agreement, at the Closing, the Company, Parent, Purchaser and Merger Sub will the Company shall cause a an appropriate certificate of merger or other appropriate documents (the “Certificate of Merger”) to be executed, acknowledged, executed and filed on the Closing Date (or on such other date as Parent and the Company may agree) with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at the time such time as the Certificate of Merger has have been duly filed with the Secretary of State of the State of Delaware or at such later date or and time as may be is agreed upon by the Company and Parent in writing parties and specified in the Certificate of Merger in accordance with the DGCL (the effective Merger, such date and time of the Merger being 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. Subject to On the provisions of this Agreement, at the ClosingClosing Date, the Company, Parent, Company and Merger Sub will shall cause the Merger to be consummated by executing, delivering and filing a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and other applicable Delaware Law and shall make all such other filings or recordings required under the DGCLDGCL in connection with the Merger. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Secretary of State of the State of Delaware Delaware, or at such later date or time on the Closing Date as may be agreed by Parent and the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective such time of as the Merger being hereinafter becomes effective is referred to herein as the “Effective Time”).
Appears in 3 contracts
Sources: Merger Agreement (Moneygram International Inc), Merger Agreement (Moneygram International Inc), Merger Agreement (Moneygram International Inc)
Effective Time. Subject to the provisions of this Agreement, at the Closing, Parent and the Company, Parent, and Merger Sub will Company shall cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledgedsigned, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with such form as is required by the relevant provisions of the DGCL DGCL, and shall make all other deliveries, filings or recordings required under by the DGCLDGCL in connection with the Merger. The Merger will shall become effective at such time as when the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later other subsequent date or time as may be agreed by Parent and the Company may agree and Parent in writing and specified specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 3 contracts
Sources: Merger Agreement (Mitel Networks Corp), Merger Agreement (ShoreTel Inc), Merger Agreement (Air Methods Corp)
Effective Time. Subject to As soon as practicable, on the provisions of this Agreement, at the ClosingClosing Date, the Company, Parent, Company and Merger Sub Parent will cause a certificate Certificate of merger Merger (the “Certificate of Merger”) to be duly executed, acknowledged, acknowledged and filed with the Secretary of State of the State of Delaware as provided in accordance with the relevant provisions Section 251 of the DGCL DGCL, and shall make all any other filings filings, recordings or recordings publications required to be made by the Company or Merger Sub under the DGCL. The Merger will shall become effective at such the time as when the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware Delaware, or at such later date or time as may be agreed by the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 3 contracts
Sources: Merger Agreement (Cleveland-Cliffs Inc.), Merger Agreement (Cleveland-Cliffs Inc.), Merger Agreement (Ak Steel Holding Corp)
Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company, Parent, and Merger Sub and the Company will cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, executed and filed on the Closing Date (or on such other date as Parent and the Company may agree) with the Secretary of State of the State of Delaware as provided in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will become effective at such the date and time as at which the Certificate of Merger ▇▇▇▇▇▇ has been duly filed with the Secretary of State of the State of Delaware Delaware, or at such later other date or and time as may be agreed by the Company and Parent parties hereto will agree in writing (subject to the requirements of the DGCL) and specified will specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as becomes effective, the “Effective Time”).
Appears in 3 contracts
Sources: Merger Agreement (Seagen Inc.), Merger Agreement (Pfizer Inc), Acquisition Agreement
Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company, Parent, Purchaser and Merger Sub will the Company shall cause a an appropriate certificate of merger or certificate of ownership and merger (the “"Certificate of Merger”") to be executed, acknowledged, executed and filed on the Closing Date (as defined in Section 1.6) (or on such other date as Parent and the Company may agree) with the Secretary of State of the State of Delaware as provided in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such the time as and on the date on which the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time and date or time as may be is agreed upon by the Company and Parent in writing parties and specified in the Certificate of Merger in accordance with the DGCL (the effective Merger, such time of the Merger being and date 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. Subject to the provisions of this Agreement, at At the Closing, the Company, Parent, and Merger Sub will and the Company shall cause a certificate of merger (the “Certificate of Merger”) to be executedduly executed and filed, acknowledgedin accordance with the DGCL, and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under in connection with the DGCLMerger. The Merger will shall become effective at the time such time as the Certificate of Merger has shall have been duly filed with with, and accepted by, the Secretary of State of the State of Delaware or at such later date or and time as may be is agreed upon by the Company and Parent in writing Parties and specified in the Certificate of Merger in accordance with the DGCL (the effective such date and time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 3 contracts
Sources: Merger Agreement (Sevcon, Inc.), Merger Agreement (Borgwarner Inc), Merger Agreement (Remy International, Inc.)
Effective Time. Subject to On the provisions of this Agreement, at the ClosingClosing Date, the Company, Parent, and Merger Sub will Parties shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed, acknowledged, duly executed and filed with the Secretary of State of the State of Delaware in accordance with (the relevant provisions of “Delaware Secretary”) as provided under the DGCL and shall make all any other filings filings, recordings or recordings publications required to be made by the Company, Merger Sub or Parent under the DGCLDGCL in connection with the Merger. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Delaware Secretary of State of the State of Delaware or at on such later other date or and time as may shall be agreed to by the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective such date and time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (Linear Technology Corp /Ca/), Merger Agreement (Analog Devices Inc)
Effective Time. Subject Upon the terms and subject to the provisions of conditions set forth in this Agreement, at on the ClosingClosing Date, the Company, Parent, Company and Merger Sub Parent will cause the Merger to be consummated by filing all necessary documentation, including a certificate of merger in customary form and substance (the “Certificate of Merger”) to be executed, acknowledged, executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such the time as the Certificate of Merger ▇▇▇▇▇▇ has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Parent Parties in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (Streamline Health Solutions Inc.), Merger Agreement (Streamline Health Solutions Inc.)
Effective Time. Subject to At or promptly following the provisions of this Agreement, at Closing on the ClosingClosing Date, the Company, Parent, Company and Merger Sub Parent will cause a certificate Certificate of merger Merger (the “Certificate of Merger”) to be duly executed, acknowledged, acknowledged and filed with the Secretary of State of the State of Delaware as provided in accordance with the relevant provisions Section 251 of the DGCL DGCL, and shall make all any other filings filings, recordings or recordings publications required to be made by the Company or Merger Sub under the DGCL. The Merger will shall become effective at such the time as when the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware Delaware, or at such later date or time as may be agreed by the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (Conagra Brands Inc.), Merger Agreement (Pinnacle Foods Inc.)
Effective Time. Subject On the Closing Date, or on such other date as Parent and the Company may agree to the provisions of this Agreement, at the Closing, the Companyin writing, Parent, and Merger Sub will and the Company shall cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such the time as the Certificate of Merger has shall have been duly filed with the Secretary of State of the State of Delaware or at such later other date or and time as may be is agreed upon by the Company and Parent in writing parties and specified in the Certificate of Merger in accordance with the DGCL (the effective Merger, such date and time of the Merger being hereinafter referred to as the “Effective Time.”).
Appears in 2 contracts
Sources: Merger Agreement (Qualtrics International Inc.), Merger Agreement (Bojangles', Inc.)
Effective Time. Subject On the Closing Date, or on such other date as Parent and the Company may agree to the provisions of this Agreement, at the Closing, the Companyin writing, Parent, and Merger Sub will and the Company shall cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, executed and filed with the Secretary of State of the State of Delaware in such form as required by and in accordance with the relevant provisions Section 251 of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such the time as the Certificate of Merger has shall have been duly filed with the Secretary of State of the State of Delaware or at such later other date or and time as may be is agreed upon by Parent and the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective DGCL, such date and time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (Apollo Endosurgery, Inc.), Merger Agreement (Apollo Endosurgery, Inc.)
Effective Time. Subject Prior to the provisions of this Agreement, at the Closing, the Company, ParentCompany shall prepare, and Merger Sub will cause a certificate of merger (on the “Certificate of Merger”) to be executed, acknowledged, and filed Closing Date or as soon as practicable thereafter the Company shall file with the Secretary of State of the State of Delaware Delaware, a certificate of merger in form reasonably satisfactory to Parent (the "Certificate of Merger") executed in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the such Secretary of State of the State of Delaware State, or at such later date or other time as may be agreed by Parent and the Company shall agree and Parent in writing and specified specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “"Effective Time”").
Appears in 2 contracts
Sources: Merger Agreement (Championship Auto Racing Teams Inc), Merger Agreement (Championship Auto Racing Teams Inc)
Effective Time. Subject Upon the terms and subject to the provisions of conditions set forth in this AgreementAgreement (including the Merger Condition), at concurrently with the Closing, the Company, Parent, Company and Merger Sub will Parent shall cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, and filed with the Secretary of State of the State of Delaware in such form as required by, and executed in accordance with with, the relevant provisions of the DGCL (the date and time of the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, or such later time as is specified in the Certificate of Merger and as is agreed to by the Company and Parent in writing, being the “Effective Time”) and shall make all other filings or recordings required under the DGCL. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”if any).
Appears in 2 contracts
Sources: Merger Agreement (National Holdings Corp), Merger Agreement (Fortress Biotech, Inc.)
Effective Time. Subject to the provisions of this Agreement, at Parent and the Closing, Company shall cause the Company, Parent, and Merger Sub will cause to be consummated by filing a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, on the Closing Date (or on such other date as Parent and filed the Company may agree) with the Secretary of State of the State of Delaware Delaware, in such form as required by, and executed in accordance with with, the relevant provisions of the DGCL (the date and shall make all other filings or recordings required under time of the DGCL. The Merger will become effective at such time as filing of the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware Delaware, or at such later date or time as may be agreed by the Company and Parent in writing and is specified in the Certificate of Merger in accordance with and as is agreed to by Parent and the DGCL (the effective time of the Merger Company, being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (Meade Instruments Corp), Merger Agreement (Meade Instruments Corp)
Effective Time. Subject The parties to this Agreement shall cause the provisions of this Agreement, at the Closing, the Company, Parent, and Merger Sub will cause to be consummated by filing a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, on the Closing Date (or on such other date as Parent and filed the Company may agree in writing) with the Secretary of State of the State of Delaware Delaware, in such form as required by, and executed in accordance with with, the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCLDelaware Law. The Merger will shall become effective at such as of the date and time as of the filing of the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware Delaware, or at such later date or time as may be agreed by the Company and Parent in writing and is specified in the Certificate of Merger and as is agreed to by Parent and the Company in accordance with the DGCL writing (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement, Merger Agreement (Alleghany Corp /De)
Effective Time. Subject to On the provisions of this Agreement, at the ClosingClosing Date, the Company, Parent, and Merger Sub will Parties shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed, acknowledged, duly executed and filed with the Secretary of State of the State of Delaware in accordance with (the relevant provisions of “Delaware Secretary”) as provided under the DGCL and shall make all any other filings filings, recordings or recordings publications required to be made by the Company, Merger Sub or Parent under the DGCLDGCL in connection with the Merger. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Delaware Secretary of State of the State of Delaware or at on such later date or and time as may shall be agreed to by the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective such date and time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement, Merger Agreement (WHITEWAVE FOODS Co)
Effective Time. Subject Upon the terms and subject to the provisions of conditions set forth in this Agreement, at promptly after the Closing, Closing on the CompanyClosing Date, Parent, and Merger Sub will and the Company shall cause the Merger to be consummated under Delaware Law by filing a certificate of merger (the “Certificate of Merger”) to be executed, acknowledgedsigned, acknowledged and filed with the Secretary of State of the State of Delaware as provided in accordance with the relevant provisions Section 251 of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as when the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later other subsequent date or time as may be agreed by Parent and the Company may agree and Parent in writing and specified specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (CSR PLC), Merger Agreement (Zoran Corp \De\)
Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company, Parent, Parent and Merger Sub will shall cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL DGCL, and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Sources: Agreement and Plan of Merger (OncoCyte Corp), Merger Agreement (OncoCyte Corp)
Effective Time. Subject Prior to the provisions of this Agreement, at the Closing, Parent and the Company, ParentCompany shall prepare, and Merger Sub will cause a certificate of merger (on the “Certificate of Merger”) to be executed, acknowledged, Closing Date or as soon as practicable thereafter Parent and filed the Company shall file with the Secretary of State of the State of Delaware Delaware, a certificate of merger or other appropriate documents (in any such case, the "Certificate of Merger") executed in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the such Secretary of State of the State of Delaware State, or at such later date or other time as may be agreed by Parent and the Company shall agree and Parent in writing and specified specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “"Effective Time”").
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Metaldyne Corp), Agreement and Plan of Merger (Credit Suisse/)
Effective Time. Subject to the provisions of this Agreement, at as promptly as reasonably practicable on the ClosingClosing Date, the Company, Parent, and Merger Sub Company will cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or and recordings required under the DGCL. The Merger will become effective on such date and at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by Parent and the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (Gen Probe Inc), Merger Agreement (Hologic Inc)
Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company, Parent, and Merger Sub will and the Company shall cause a an appropriate certificate of merger or other appropriate documents (the “Certificate of Merger”) to be executed, acknowledged, executed and filed on the Closing Date (or on such other date as Parent and the Company may agree) with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at the time such time as the Certificate of Merger has have been duly filed with the Secretary of State of the State of Delaware or at such later date or and time as may be is agreed upon by the Company and Parent in writing parties and specified in the Certificate of Merger in accordance with the DGCL (the effective Merger, such date and time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (Teradyne, Inc), Merger Agreement (Eagle Test Systems, Inc.)
Effective Time. Subject to On the provisions of this Agreement, at the ClosingClosing Date, the CompanyCompany shall cause the Merger to be consummated by executing, Parent, delivering and Merger Sub will cause filing a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all such other filings or recordings required under the DGCLDGCL in connection with the Merger. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Secretary of State of the State of Delaware Delaware, or at such later date or time as may be agreed by Parent and the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective such time of as the Merger being hereinafter becomes effective is referred to herein as the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (Cumulus Media Inc), Merger Agreement (Harman International Industries Inc /De/)
Effective Time. Subject to On the provisions of this AgreementClosing Date, at Parent and the Closing, the Company, Parent, and Merger Sub will Company shall cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledgedsigned, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with such form as is required by the relevant provisions of the DGCL DGCL, and shall make all other deliveries, filings or recordings required under by the DGCLDGCL in connection with the Merger. The Merger will shall become effective at such time as when the Certificate of Merger has been duly filed with and accepted by the Secretary of State of the State of Delaware or at such later other subsequent date or time as may be agreed by Parent and the Company may agree and Parent in writing and specified specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (Carbon Black, Inc.), Merger Agreement (Vmware, Inc.)
Effective Time. Subject to Simultaneously with the provisions of this Agreement, at the Merger Closing, the Company, Parent, Parent and Merger Sub will shall cause a certificate of merger (the “Certificate of Merger”) ), with respect to the Merger to be executed, acknowledged, executed and filed with the Secretary of State of the State of Delaware (the “Secretary of State”), in accordance with the relevant provisions of the DGCL DGCL, and shall make all other filings or recordings required under the DGCLDGCL in connection with the Merger. The Merger will shall become effective on the date and time at such time as which the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later subsequent date or and/or time as may be is agreed by between the Company and Parent in writing parties and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to herein as the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (IPC Healthcare, Inc.), Merger Agreement (Team Health Holdings Inc.)
Effective Time. Subject to On the provisions of this AgreementClosing Date, at Parent and the Closing, the Company, Parent, and Merger Sub will Company shall cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledgedsigned, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with such form as is required by the relevant provisions of the DGCL DGCL, and shall make all other deliveries, filings or recordings required under by the DGCLDGCL in connection with the Merger. The Merger will shall become effective at such time as when the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later other subsequent date or time as may be agreed by Parent and the Company may agree and Parent in writing and specified specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (Dover Motorsports Inc), Merger Agreement (Papa Murphy's Holdings, Inc.)
Effective Time. Subject Upon the terms and subject to the provisions of conditions set forth in this Agreement, at promptly after the Closing, Closing on the CompanyClosing Date, Parent, and Merger Sub will and the Company shall cause the Merger to be consummated under DGCL by filing a certificate of merger (the “Certificate of Merger”) to be executed, acknowledgedsigned, acknowledged and filed with the Secretary of State of the State of Delaware as provided in accordance with the relevant provisions Section 251 of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as when the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later other subsequent date or time as may be agreed by Parent and the Company may agree and Parent in writing and specified specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Sources: Agreement and Plan of Merger (CSR PLC), Agreement and Plan of Merger (Zoran Corp \De\)
Effective Time. Subject Upon the terms and subject to the provisions of conditions set forth in this Agreement, at simultaneously with the Closing, the Company, Parent, and Merger Sub will cause parties hereto shall (i) file a certificate of merger (the “Certificate of Merger”) to be executed, acknowledgedin such form as is required by, and filed with the Secretary of State of the State of Delaware executed and acknowledged in accordance with with, the relevant provisions of the DGCL DGCL, and shall (ii) make all other filings or recordings required under the DGCLDGCL to effect the Merger. The Merger will shall become effective at such date and time as the Certificate of Merger has been is duly filed with the Secretary of State of the State of Delaware or at such later subsequent date or and time as may be agreed by Parent and the Company and Parent shall agree in writing and specified specify in the Certificate of Merger in accordance with the DGCL (the effective Merger. The date and time of at which the Merger being hereinafter becomes effective is referred to in this Agreement as the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (Geo Group Inc), Merger Agreement (Correctional Services Corp)
Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company, Parent, Sub and Merger Sub will the Company shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executedfiled on the Closing Date or on such other date as Parent and the Company may agree, acknowledged, and filed with the Secretary of State of the State of Delaware as provided in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective on the date and time at such time as which the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later other date or and time as may be agreed by Parent and the Company shall agree and Parent in writing and specified specify in the Certificate of Merger in accordance with the DGCL (the effective Merger. The date and time of on which the Merger being hereinafter becomes effective is referred to herein as the “Effective Time.”).
Appears in 2 contracts
Sources: Merger Agreement (Hospira Inc), Merger Agreement (Pfizer Inc)
Effective Time. Subject to On the provisions of this Agreement, at the ClosingClosing Date, the Company, Parent, and Merger Sub will Company shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed, acknowledged, duly executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of as provided under the DGCL and shall make all any other filings filings, recordings or recordings publications required to be made by the Company under the DGCLDGCL in connection with the Merger. The Merger will shall become effective at such time as the Certificate of Merger has been ▇▇▇▇▇▇ is duly filed with the Secretary of State of the State of Delaware or at on such later date or and time as may shall be agreed to by the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective such date and time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (Indivior PLC), Merger Agreement (Indivior PLC)
Effective Time. Subject Prior to the provisions of this Agreement, at the Closing, the Company, ParentParent shall prepare, and Merger Sub will on the Closing Date, the Parties shall cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, and filed with the Secretary of State of the State of Delaware Delaware, in such form as is required by, and executed and acknowledged in accordance with with, the relevant provisions of the DGCL LLC Act and shall make all other filings or recordings required under the DGCLLLC Act in connection with the Merger. The Merger will shall become effective at such the time as upon which the Certificate of Merger has been is duly filed and accepted with the such Secretary of State of the State of Delaware State, or at such later date or other time as may be agreed by Parent and the Company shall agree and Parent in writing and specified specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (ONE Group Hospitality, Inc.), Merger Agreement (ONE Group Hospitality, Inc.)
Effective Time. Subject to On the provisions of this Agreement, at the ClosingClosing Date, the Company, Parent, and Merger Sub will and the Company shall cause the Merger to be consummated by executing and filing a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, and filed with the Secretary of State of the State of Delaware (the ‘‘Certificate of Merger’’) in accordance with the relevant provisions of the DGCL DGCL, and shall make all other filings or recordings as required under the DGCL. The Merger will shall become effective at such the date and time as at which the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware Delaware, or at such later date or and time as may be is mutually agreed in writing by the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective Merger, such date and time of the Merger being hereinafter referred to as the “‘‘Effective Time”)’’.
Appears in 1 contract
Sources: Merger Agreement
Effective Time. Subject to the provisions of this Agreement, at At the Closing, the Company, Parent, and Merger Sub will cause a certificate of merger (the “Certificate of Merger”“) shall be duly prepared and executed by the Surviving Corporation and thereafter delivered to be executed, acknowledged, and filed with the Secretary of State of the State of Delaware (the “Secretary of State“) for filing, as provided in accordance with the relevant provisions Section 251 of the DGCL and DGCL, on the Closing Date. The parties shall make all other filings or recordings required under the DGCL. The , and the Merger will shall become effective at such the time as of the filing of the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware State, or at such later date or time as may be agreed by Parent and the Company and Parent in writing and specified stated in the Certificate of Merger in accordance with the DGCL (the effective date and time of the Merger such filing (or stated later time, if any) being hereinafter referred to herein as the “Effective Time”“).
Appears in 1 contract
Sources: Merger Agreement (Cephalon Inc)
Effective Time. Subject to the provisions of this Agreement, at At the Closing, the Company, Parent, and Merger Sub will cause a certificate of merger (the “Certificate of Merger”) shall be duly prepared and executed by the Company and Acquisition Corp. and thereafter delivered to be executed, acknowledged, and filed with the Secretary of State of the State of Delaware (the “Secretary of State”) for filing, as provided in accordance with the relevant provisions Section 251 of the DGCL and DGCL, on the Closing Date. The parties shall make all other filings or recordings required under the DGCL. The , and the Merger will shall become effective at such the time as of the filing of the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware State, or at such later date or time as may be agreed by Parent and the Company and Parent in writing and specified stated in the Certificate of Merger in accordance with the DGCL (the effective date and time of the Merger such filing (or stated later time, if any) being hereinafter referred to herein as the “Effective Time”).
Appears in 1 contract
Effective Time. Subject to the provisions terms and conditions of this Agreement, at the Closing, the Company, Parent, and Merger Sub and the Company will cause a certificate an appropriate Certificate of merger Merger (the “"Certificate of Merger”") to be executed, acknowledged, executed and filed on the date of the Closing (as defined in Section 1.3) (or on such other date as the parties may agree) with the Secretary of State of the State of Delaware as provided in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such the time as and on the date on which the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or other time as may be is agreed upon by the Company and Parent in writing parties and specified in the Certificate of Merger in accordance with the DGCL (the effective Merger, and such time of the Merger being is hereinafter referred to as the “"Effective Time”)."
Appears in 1 contract
Effective Time. Subject Upon the terms and subject to the provisions of conditions set forth in this Agreement, at the Closing, the Company, Parent, Merger Subsidiary and Merger Sub will the Company shall cause a certificate of merger in substantially the form attached hereto as Exhibit E (the “Certificate of Merger”) to be executed, acknowledged, properly executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of DGCL on the DGCL and shall make all other filings or recordings required under the DGCLClosing Date. The Merger will shall become effective at such the time as of filing the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to in this Agreement as the “Effective Time”).
Appears in 1 contract
Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company, Parent, Parent and Merger Sub will shall cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware Delaware, or at such later date or time as may be agreed by the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 1 contract
Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company, Parent, and Merger Sub will and the Company shall cause the Merger to be consummated by filing a certificate Certificate of merger Merger (the “"Certificate of Merger”") to be executed, acknowledged, and filed with the Secretary of State of the State of Delaware (the "Secretary") in such form as required by, and executed in accordance with with, the relevant provisions of the DGCL and shall make all other filings DGCL, as soon as practicable on or recordings required under after the DGCLClosing Date (as hereinafter defined). The Merger will shall become effective at upon the filing of such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed in writing by Parent and the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “"Effective Time”").
Appears in 1 contract
Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company, Parent, Parent and Merger Sub will shall cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 1 contract
Effective Time. Subject to the provisions of this Agreement, at At the Closing, the Company, Parent, and Merger Sub will cause parties hereto shall (a) file a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, and filed with the Secretary of State of the State of Delaware in such form as is required by, and executed in accordance with with, the relevant provisions of the DGCL and shall (b) make all other filings or recordings required under by the DGCLDGCL to effectuate the Merger. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Secretary of State of the State of Delaware or at such later date or subsequent time as may be agreed by the Parent and Company shall agree and Parent in writing and specified specify in the Certificate of Merger in accordance with the DGCL (the effective date and time of that the Merger being hereinafter becomes effective is referred to as the “Effective Time”).
Appears in 1 contract
Effective Time. Subject to As promptly as possible on the provisions of this Agreement, at the Closing, the CompanyClosing Date, Parent, and the Merger Sub will and the Company shall cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, executed and filed with the Secretary of State of the State of Delaware as provided in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCLDGCL to effectuate the Merger. The Merger will shall become effective at such the time as of filing the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be is agreed upon by the Company and Parent in writing parties and specified in the Certificate of Merger in accordance with the DGCL (the effective date and time of the Merger becomes effective being hereinafter referred to herein as the “Effective Time.”).
Appears in 1 contract
Effective Time. Subject to the other provisions of this Agreement, at on the ClosingClosing Date, Parent and the Company, Parent, and Merger Sub will Company shall cause a certificate of merger (the “Certificate of Merger”) to be duly executed, acknowledged, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions Section 251 of the DGCL DGCL, and shall make all other filings or recordings required under the DGCLDGCL in connection with the Merger. The Merger will shall become effective at such time as when the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later other subsequent date or time as may be agreed by Parent and the Company and Parent may agree in writing and specified specify in the Certificate of Merger in accordance with the DGCL (the effective date and time of the Merger being hereinafter referred to as becomes effective, the “Effective Time”).
Appears in 1 contract
Sources: Merger Agreement (Allstate Corp)
Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company, Parent, and Merger Sub will and the Company shall cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, 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 accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at the time such time as the Certificate of Merger has shall have been duly filed with with, and accepted by, the Secretary of State of the State of Delaware or at such later date or and time as may be is agreed upon by the Company and Parent in writing parties and specified in the Certificate of Merger in accordance with the DGCL (the effective Merger, such date and time of the Merger being hereinafter referred to as the “Effective Time.”).
Appears in 1 contract
Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company, Parent, Sub and Merger Sub will the Company shall cause a certificate of merger with respect to the Merger (the “"Certificate of Merger”") to be executedfiled on the Closing Date (as defined in Section 1.3) or on such other date as Parent and the Company may agree, acknowledged, and filed with the Secretary of State of the State of Delaware as provided in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Secretary of State of the State of Delaware or at such later time and date or time as may be agreed by Parent and the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective Merger, and such time of the Merger being hereinafter on such date is referred to herein as the “"Effective Time”)."
Appears in 1 contract
Sources: Merger Agreement (Shire PLC)
Effective Time. Subject to the provisions of this Agreementterms and conditions hereof, at on the ClosingClosing Date, the Company, Parent, Company and Merger Sub Parent will cause a certificate of merger (the “Certificate of Merger”) to be duly executed, acknowledged, acknowledged and filed with the Secretary of State of the State of Delaware as provided in accordance with the relevant provisions Section 251 of the DGCL and shall take all such reasonable further actions as may be required by Law to make all other filings or recordings required under the DGCLMerger effective. The Merger will shall become effective at such the time as when the Certificate of Merger has been duly filed with the office of the Secretary of State of the State of Delaware or at such later date or and time as may be agreed by Parent and the Company shall agree and Parent in writing and specified specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 1 contract
Sources: Merger Agreement (BWAY Holding CO)
Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company, Parent, Parent and Merger Sub will cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed upon in writing by the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 1 contract
Effective Time. Subject to the provisions of this Agreementterms and conditions hereof, at on the ClosingClosing Date, the Company, Parent, Company and Merger Sub Parent will cause a an appropriate certificate of merger (the “"Certificate of Merger”") to be executed, acknowledged, duly executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall take all such reasonable further actions as may be required by Law to make all other filings or recordings required under the DGCLMerger effective. The Merger will shall become effective at such the time as when the Certificate of Merger has been duly filed with the office of the Secretary of State of the State of Delaware or at such later date or and time as may be agreed by Parent and the Company shall agree and Parent in writing and specified specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “"Effective Time”").
Appears in 1 contract
Effective Time. Subject to On the provisions of this AgreementClosing Date, at Parent and the Closing, the Company, Parent, and Merger Sub will Company shall cause a an executed certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, and filed with the Secretary of State of the State of Delaware as provided in accordance with the relevant provisions Section 252 of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as when the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware Delaware, or at such later other subsequent date or time as may be agreed by Parent and the Company may agree and Parent in writing and specified specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”). 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. Subject to the provisions of this Agreement, at the Closing, the Company, Parent, Sub and Merger Sub will the Company shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executedfiled on the Closing Date (as defined in Section 1.3) or on such other date as Parent and the Company may agree, acknowledged, and filed with the Secretary of State of the State of Delaware as provided in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been ▇▇▇▇▇▇ is duly filed with the Secretary of State of the State of Delaware or at such later time and date or time as may be agreed by Parent and the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective Merger, and such time of the Merger being hereinafter on such date is referred to herein as the “Effective Time.”).
Appears in 1 contract
Sources: Merger Agreement
Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company, Parent, and Merger Sub will and the Company shall cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, filed on the Closing Date (or on such other date as Parent and filed the Company may agree in writing) with the Secretary of State of the State of Delaware as provided in, and executed and acknowledged in accordance with with, the relevant provisions of the DGCL DGCL, and shall make all other filings or recordings required under by the DGCLDGCL in connection with the Merger. The Merger will shall become effective at such the time as at which the Certificate of Merger has been is duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be is agreed upon in writing by the Company and Parent in writing Parties and specified in the Certificate of Merger in accordance with the DGCL (the effective Merger, and such time of the Merger being is hereinafter referred to as the “Effective Time.”).
Appears in 1 contract
Effective Time. Subject Upon the terms and subject to the provisions of conditions set forth in this Agreement, at simultaneously with the Closing, the Company, Parent, and Merger Sub will cause parties hereto shall (i) file a certificate of merger (the “Certificate of Merger”) to be executed, acknowledgedin such form as is required by, and filed with the Secretary of State of the State of Delaware executed and acknowledged in accordance with with, the relevant provisions of the DGCL DGCL, and shall (ii) make all other filings or recordings required under the DGCLDGCL to effect the Merger. The Merger will shall become effective at such date and time as the Certificate of Merger has been is duly filed with the Secretary of State of the State of Delaware or at such later subsequent date or and time as may be agreed by Parent and the Company and Parent in writing and specified shall specify in the Certificate of Merger in accordance with the DGCL (the effective Merger. The date and time of at which the Merger being hereinafter becomes effective is referred to in this Agreement as the “Effective Time”).
Appears in 1 contract
Sources: Merger Agreement (Geo Group Inc)
Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company, Parent, and Merger Sub will cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 1 contract
Effective Time. Subject Upon the terms and subject to the provisions of conditions set forth in this Agreement, at simultaneously with the Closing, the Company, Parent, and Merger Sub will cause parties hereto shall (i) file a certificate of merger (the “"Certificate of Merger”") to be executed, acknowledgedin such form as is required by, and filed with the Secretary of State of the State of Delaware executed and acknowledged in accordance with with, the relevant provisions of the DGCL DGCL, and shall (ii) make all other filings or recordings required under the DGCLDGCL to effect the Merger. The Merger will shall become effective at such date and time as the Certificate of Merger has been is duly filed with the Secretary of State of the State of Delaware or at such later subsequent date or and time as may be agreed by Parent and the Company shall agree and Parent in writing and specified specify in the Certificate of Merger in accordance with the DGCL (the effective Merger. The date and time of at which the Merger being hereinafter becomes effective is referred to in this Agreement as the “"Effective Time”)".
Appears in 1 contract
Effective Time. Subject Upon the terms and subject to the provisions of this Agreement, at as soon as practicable on the ClosingClosing Date, the Company, Parent, and Parties shall cause the Merger Sub will cause to be consummated by filing a certificate of merger in form and substance reasonably acceptable to the Company and Parent (the “Certificate of Merger”) to be executed, acknowledged, and filed with the Secretary of State of the State of Delaware in accordance with the relevant applicable provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will become be effective at such time as the Parties duly file the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later other date or time as may be agreed by Parent and the Company and Parent agree in writing and specified specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 1 contract
Effective Time. Subject to the provisions of this Agreement, at Immediately following the Closing, Parent and the Company, Parent, and Merger Sub will Company shall cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledgedsigned, acknowledged and filed with the Secretary of State of the State of Delaware as provided in accordance with the relevant provisions Section 251 of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as when the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later other subsequent date or time as may be agreed by Parent and the Company may agree and Parent in writing and specified specify in the Certificate of Merger in accordance with the DGCL DGCL, in which case the Merger shall become effective at such subsequent date or time (the effective time of the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 1 contract
Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company, Parent, Parent and Merger Sub will shall cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as the Certificate of Merger ▇▇▇▇▇▇ has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 1 contract
Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company, Parent, Purchaser and Merger Sub will the Company shall cause a an appropriate certificate of merger or other appropriate documents (the “Certificate of Merger”) to be executed, acknowledged, executed and filed on the Closing Date (or on such other date as Parent and the Company may agree) with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at the time such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or and time as may be is agreed upon by the Company and Parent in writing parties and specified in the Certificate of Merger in accordance with the DGCL (the effective Merger, such date and time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 1 contract
Sources: Merger Agreement (Datascope Corp)
Effective Time. Subject to the provisions of this Agreement, at At the Closing, Parent and the Company, Parent, and Merger Sub will Company shall cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledgedsigned, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with such form as is required by the relevant provisions of the DGCL DGCL, and shall make all other deliveries, filings or recordings required under by the DGCLDGCL in connection with the Merger. The Merger will shall become effective at such time as when the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later other subsequent date or time as may be agreed by Parent and the Company may agree and Parent in writing and specified specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 1 contract
Effective Time. Subject Upon the terms and subject to the provisions of conditions set forth in this Agreement, at on the ClosingClosing Date, the Company, Parent, Company and Merger Sub Parent will cause a certificate of merger (the “Certificate of Merger”) Merger to be executed, acknowledged, duly executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall take all such reasonable further actions as may be required by Law to make all other filings or recordings required under the DGCLMerger effective. The Merger will shall become effective on the Closing Date at such the time as when the Certificate of Merger has been duly filed with the office of the Secretary of State of the State of Delaware or at such later date or and time as may be agreed by Parent and the Company may agree and Parent in writing and specified specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “"Effective Time”").
Appears in 1 contract
Effective Time. Subject to the provisions As part of this Agreement, at the Closing, the Company, Parent, and Merger Sub will cause parties hereto shall (A) file a certificate of merger (the “Certificate of Merger”) to be executed), acknowledgedor, if applicable, a certificate of 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 the relevant provisions of the DGCL and shall (B) make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been 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 later date or subsequent time as may be agreed by Parent and the Company shall agree and Parent in writing and be specified in the Certificate of Merger in accordance with the DGCL (the effective date and time of the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 1 contract
Sources: Merger Agreement (Synavant Inc)
Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company, Parent, Merger Sub, and the Company shall cause an appropriate Certificate of Merger Sub will cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, executed and filed on the date of the Closing (as defined in Section 1.3) (or on such other date as Parent and the Company may agree) with the Secretary of State of the State of Delaware (the “Secretary of State”) as provided in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as on the date on which the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be is agreed upon by the Company and Parent in writing parties and specified in the Certificate of Merger in accordance with the DGCL (the effective Merger, and such time of the Merger being is hereinafter referred to as the “Effective Time.”).
Appears in 1 contract
Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on the ClosingClosing Date, the Company, Parent, and Merger Sub will cause parties hereto shall file a certificate of merger as contemplated by the DGCL and the LLC Act (the “Certificate of Merger”) to be executed), acknowledgedtogether with any required related certificates, and filed with the Secretary of State of the State of Delaware Delaware, in such form as required by, and executed in accordance with the relevant provisions of with, the DGCL and shall make all other filings or recordings required under the DGCLLLC Act. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the such Secretary of State of on the State of Delaware Closing Date, or at such later date or time as may be agreed by Parent and the Company shall agree and Parent in writing and specified specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as Merger. As used herein, the “Effective Time”)” shall mean the time at which the Merger shall become effective.
Appears in 1 contract
Sources: Merger Agreement
Effective Time. Subject to On the provisions of this AgreementClosing Date, at MergerCo and the Closing, Company shall cause the Company, Parent, and Merger Sub will cause a certificate of merger substantially in the form attached hereto as Exhibit A (the “Certificate of Merger”) to be executed, acknowledged, duly executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL this Agreement and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as the Certificate of Merger 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 later date or subsequent time as may be agreed by the Parent and Company shall agree and Parent in writing and specified shall specify in the Certificate of Merger in accordance with the DGCL (the effective date and time of the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 1 contract
Effective Time. Subject Upon the terms and subject to the provisions of conditions set forth in this Agreement, at simultaneously with the Closing, Parent and the Company, Parent, and Merger Sub will cause Company shall (i) file a certificate of merger (the “Certificate of Merger”) to be executed, acknowledgedin such form as is required by, and filed with the Secretary of State of the State of Delaware executed and acknowledged in accordance with with, the relevant provisions of the DGCL DGCL, and shall (ii) make all other filings or recordings required under the DGCLDGCL to effect the Merger. The Merger will shall become effective at such date and time as the Certificate of Merger has been is duly filed with the Secretary of State of the State of Delaware or at such later subsequent date or and time as may be agreed by Parent and the Company and Parent in writing and specified shall specify in the Certificate of Merger in accordance with the DGCL (the effective Merger. The date and time of at which the Merger being hereinafter becomes effective is referred to in this Agreement as the “Effective Time.”).
Appears in 1 contract
Sources: Merger Agreement (Geo Group Inc)
Effective Time. Subject to On the provisions of this Agreement, at the ClosingClosing Date, the Company, Parent, and Merger Sub will and the Company shall cause the Merger to be consummated by executing and filing a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, and filed with the Secretary of State of the State of Delaware (the “Certificate of Merger”) in accordance with the relevant provisions of the DGCL DGCL, and shall make all other filings or recordings as required under the DGCL. The Merger will shall become effective at such the date and time as at which the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware Delaware, or at such later date or and time as may be is mutually agreed in writing by the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective Merger, such date and time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 1 contract
Sources: Merger Agreement (Iparty Corp)
Effective Time. Subject to the provisions of this Agreement, at At the Closing, the Company, Parent, Sub and the Company shall cause the Merger Sub will cause to be consummated by filing a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, and filed with the Secretary of State of the State of Delaware as provided in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such the time as and date on which the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time and date or time as may be agreed by the Company and Parent in writing and is specified in the Certificate of Merger in accordance with the DGCL (the effective Merger, such time of the Merger being 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. Subject to the provisions of this AgreementAs soon as practicable after, at or concurrently with the Closing, the Company, Parent, Company and Merger Sub Parent will cause a certificate Certificate of merger Merger with respect to the Merger (the “Certificate of Merger”) to be executed, acknowledged, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings filings, recordings or recordings publications required under the DGCLDGCL in connection with the Merger. The Merger will shall become effective on the date and at such the time as when the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed upon by the Company and Parent in writing and specified set forth in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 1 contract
Sources: Merger Agreement (Superior Industries International Inc)
Effective Time. Subject to the provisions of terms and conditions set forth in this Agreement, at on the Closing, Closing Date (as defined below) the Company, Parent, Company and Merger Sub Subsidiary will file, or cause a certificate of merger (the “Certificate of Merger”) to be executedfiled, acknowledged, and filed with the Secretary of State of the State of Delaware a Certificate of Merger (the "Certificate of Merger"), in the form as required by, and executed and acknowledged in accordance with with, the relevant applicable provisions of the DGCL DGCL, and shall make all other filings or recordings required under will be substantially in the DGCL. form attached hereto as Exhibit A. The Merger will shall become effective at such the date and time as the Certificate of Merger has been duly is filed with or, if agreed to by the Secretary of State of Parent and the State of Delaware or at Company, such later date or time as may be agreed by the Company and Parent in writing and specified set forth in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “"Effective Time”").
Appears in 1 contract
Sources: Merger Agreement (American Medical Systems Holdings Inc)
Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company, Parent, and Merger Sub will and the Company shall cause a certificate of merger (the “Certificate of First Merger”) to be executed, acknowledged, filed on the Closing Date (or on such other date as Parent and filed the Company may agree in writing) with the Secretary of State of the State of Delaware as provided in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under by the DGCLDGCL in connection with the Merger. The Merger will shall become effective at such the time as at which the Certificate of First Merger has been is duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be is agreed upon in writing by the Parent and the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective First Merger, and such time of the Merger being is hereinafter referred to as the “Effective Time.”).
Appears in 1 contract
Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company, Parent, Parent and Merger Sub will shall cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will become effective at such time as the Certificate of Merger ▇▇▇▇▇▇ has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 1 contract
Sources: Merger Agreement
Effective Time. Subject to On the provisions of this AgreementClosing Date, at MergerCo and the Closing, the Company, Parent, and Merger Sub will cause Company shall duly execute a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, and filed file such Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as the Certificate of Merger 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 later date or subsequent time as may be agreed by the Parent and Company shall agree and Parent in writing and specified shall specify in the Certificate of Merger in accordance with the DGCL (the effective date and time of the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 1 contract
Sources: Merger Agreement (Transaction Systems Architects Inc)
Effective Time. Subject to On the provisions of this Agreement, at the ClosingClosing Date, the Company, Parent, Company and Merger Sub will shall cause the Merger to be consummated by executing, delivering and filing a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all such other filings or recordings required under the DGCLDGCL in connection with the Merger. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Secretary of State of the State of Delaware Delaware, or at such later date or time as may be agreed by Parent and the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective such time of as the Merger being hereinafter becomes effective is referred to herein as the “Effective Time”).
Appears in 1 contract
Sources: Merger Agreement (Visant Corp)
Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company, Parent, Sub and Merger Sub will the Company shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executedfiled on the Closing Date (as defined in Section 1.5) or on such other date as Parent and the Company may agree, acknowledged, and filed with the Secretary of State of the State of Delaware as provided in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Secretary of State of the State of Delaware or at such later time and date or time as may be agreed by Parent and the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective Merger, and such time of the Merger being hereinafter on such date is referred to herein as the “Effective Time.”).
Appears in 1 contract
Effective Time. Subject to the provisions of this Agreement, at At or as soon as practicable following the Closing, the Company, Parent, and Merger Sub will cause parties shall file a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, and filed or other appropriate documents with the Secretary of State of Delaware with respect to the State of Delaware Merger executed in accordance with the relevant provisions of the DGCL (the “Certificate of Merger”) and shall make all other filings or recordings required under with the DGCLDepartment of Commerce, Division of Corporations and Commercial Code of the State of Utah with respect to the Merger executed in accordance with the URBCA. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Secretary of State of the State of Delaware or at such later date or other time as may be agreed by Parent, Merger Sub and the Company and Parent in writing and shall agree should be specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to herein as the “Effective Time”).
Appears in 1 contract
Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company, Parent, and Merger Sub Company will cause a certificate of merger (the “Certificate of Merger”) to be executedexecuted and acknowledged and delivered to Parent at the Closing and, acknowledgedas soon as reasonably practicable following the Closing, and filed Parent shall file the Certificate of Merger with the Secretary of State of the State of Delaware Delaware, in each case in accordance with the relevant provisions Section 251 of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Parent Merger Sub in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as Merger, the “Effective Time”).
Appears in 1 contract
Effective Time. Subject to On the provisions of this Agreement, at the Closing, the CompanyClosing Date, Parent, and Merger Sub will and the Company shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed, acknowledged, executed and filed with the Secretary of State of the State of Delaware in such form as required by and in accordance with the relevant provisions Section 251 of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such the time as the Certificate of Merger has shall have been duly filed with the Secretary of State of the State of Delaware or at such later other date or and time as may be is agreed upon by Parent and the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective DGCL, such date and time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 1 contract
Effective Time. Subject Upon the terms and subject to the provisions of conditions set forth in this Agreement, at on the ClosingClosing Date, the Company, Parent, Company and Merger Sub Parent will cause the Merger to be consummated by filing all necessary documentation, including a certificate of merger in customary form and substance (the “Certificate of Merger”) to be executed, acknowledged, executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such the time as when the Certificate of Merger M▇▇▇▇▇ has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Parent Parties in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 1 contract
Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company, Parent, Newco and Merger Sub the Company will cause a certificate Certificate of merger Merger (the “"Certificate of Merger”") to be executed, acknowledged, executed and filed on the date of the Closing (or on such other date as Parent and the Company may agree in writing) with the Secretary of State of the State of Delaware as provided in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under by the DGCLDGCL in connection with the Merger. The Merger will shall become effective at such time as on the date on which the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware Delaware, or at such later date or time as may be is agreed upon by the Company and Parent in writing parties and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being Merger, and such date is hereinafter referred to as the “"Effective Time”)."
Appears in 1 contract
Effective Time. Subject On the Closing Date, or on such other date as Parent and the Company may agree to the provisions of this Agreement, at the Closing, the Companyin writing, Parent, and Merger Sub will and the Company shall cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCLDGCL in order to give effect to the Merger. The Merger will shall become effective at such the time as the Certificate of Merger has shall have been duly filed with the Secretary of State of the State of Delaware or at such later other date or and time as may be is agreed upon by the Company and Parent in writing parties and specified in the Certificate of Merger in accordance with the DGCL (the effective Merger, such date and time of the Merger being hereinafter referred to as the “Effective Time.”).
Appears in 1 contract
Sources: Merger Agreement (Aegion Corp)
Effective Time. Subject to the provisions of this Agreement, at as promptly as reasonably practicable on the ClosingMerger Closing Date, the Company, Parent, Parties shall file a certificate of ownership and Merger Sub will cause merger or a certificate of merger (in either case, the “"Certificate of Merger”") to be executed, acknowledgedin such form as is required by, and filed with the Secretary of State of the State of Delaware executed and acknowledged in accordance with with, the relevant provisions of the DGCL DGCL, and shall make all other filings or and recordings required under the DGCL. The Merger will shall become effective at on such date and time as the Certificate of Merger has been duly is filed with the Secretary of State of the State of Delaware or at such later other date or and time as may be agreed by Parent and the Company shall agree and Parent in writing and specified specify in the Certificate of Merger in accordance with the DGCL (the effective Merger. The date and time of at which the Merger being hereinafter becomes effective is referred to in this Agreement as the “"Effective Time”)".
Appears in 1 contract
Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company, Parent, and Merger Sub will and the Company shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executedfiled on the Closing Date or on such other date as Parent and the Company may agree, acknowledged, and filed with the Secretary of State of the State of Delaware as provided in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been ▇▇▇▇▇▇ is duly filed with the Secretary of State of the State of Delaware or at such later time and date or time as may be agreed by Parent and the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective Merger, and such time of the Merger being hereinafter on such date is referred to herein as the “Effective Time”).
Appears in 1 contract
Sources: Merger Agreement (Peak Bio, Inc.)
Effective Time. Subject to On the provisions of this AgreementClosing Date, at Parent and the Closing, the Company, Parent, and Merger Sub will Company shall cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, and filed with the Secretary of State of the State of Delaware a properly executed certificate of merger conforming to the requirements of the DGCL and in form and substance consistent with the requirements of this Agreement and otherwise reasonably satisfactory to Parent, executed in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under (the DGCL“Certificate of Merger”). The Merger will shall become effective on the date and at such the time as that the Certificate of Merger has been duly is filed with the Secretary of State of the State of Delaware or at such later date or subsequent time as may be agreed by Parent and the Company shall agree and Parent in writing and as shall be specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 1 contract
Sources: Merger Agreement (Brown & Brown Inc)
Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on the ClosingClosing Date, Parent and the Company, Parent, and Merger Sub will Company shall cause a certificate of merger (with respect to the “Certificate Merger, meeting the requirements of Merger”) Section 251 of the DGCL, to be executed, acknowledged, properly executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant applicable provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such the time as at which the Certificate certificate of Merger has been merger with respect thereto shall be duly filed with the Secretary of State of the State of Delaware Delaware, or at such later date or time specified in such certificate of merger as may shall be agreed by Parent and the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of that the Merger being hereinafter referred to as becomes effective, the “"Effective Time”").
Appears in 1 contract
Sources: Merger Agreement (Merck & Co Inc)
Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company, Parent, and Merger Sub will and the Company shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executedfiled on the Closing Date or on such other date as Parent and the Company may agree, acknowledged, and filed with the Secretary of State of the State of Delaware as provided in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been M▇▇▇▇▇ is duly filed with the Secretary of State of the State of Delaware or at such later time and date or time as may be agreed by Parent and the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective Merger, and such time of the Merger being hereinafter on such date is referred to herein as the “Effective Time”).
Appears in 1 contract
Effective Time. Subject to On the provisions of this Agreement, at Closing Date (or on such other date the ClosingParent and the Company may agree in writing), the Company, Parent, and Parties shall cause the Merger Sub will cause to be consummated by filing a certificate of merger (the “"Certificate of Merger”") to be executed, acknowledged, and filed with the Secretary of State of the State of Delaware Delaware, and executed by the Company in accordance with with, the relevant applicable provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such the time as at which the Certificate of Merger has been is duly filed with and accepted for filing by the Secretary of State of the State of Delaware or at such later date or time as may be is agreed upon in writing by the Parent and the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective Merger, and such time of the Merger being is hereinafter referred to as the “"Effective Time”)".
Appears in 1 contract
Sources: Merger Agreement (Animal Health International, Inc.)
Effective Time. Subject to the provisions of this Agreement, at the ClosingEffective Time, the Company, Parent, Company and Merger Sub Corp will cause a certificate of merger (the “First Certificate of Merger”) to be executed, acknowledged, executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The First Merger will become effective at such time as the First Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Parent in writing and specified in the First Certificate of Merger in accordance with the DGCL (the effective time of the First Merger being hereinafter referred to as the “Effective Time”).
Appears in 1 contract
Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company, Parent, Parent and Merger Sub will cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will become effective at such date and time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 1 contract