Merger 1 Sample Clauses

Merger 1. (a) Upon the terms and subject to the conditions hereof, at the Merger 1 Effective Time (as defined in Section 2.1(b)), Merger Sub 1 shall be merged with and into the Company and the separate existence of Merger Sub 1 shall thereupon cease, and the Company shall continue as the Intermediate Surviving Corporation in accordance with the DGCL.
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Merger 1. Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL and the TBCA, AmSurg shall be merged with and into New Amethyst at the Merger 1 Effective Time, whereupon the separate existence of AmSurg shall cease and New Amethyst shall continue as the surviving corporation as a result of Merger 1. Merger 1 shall have the effects specified in the DGCL and the TBCA. From and after the Merger 1 Effective Time, New Amethyst shall possess all the property, rights, powers, privileges and franchises and be subject to all of the obligations, liabilities and duties of AmSurg, all as provided under the DGCL and the TBCA.
Sample 1Sample 2
Merger 1. In accordance with the provisions of this Agreement and the DGCL, BlackEagle Blocker shall be merged with and into the Corporation. From and after the Merger 1 Effective Time (as defined below), the separate existence of BlackEagle Blocker shall cease and the Corporation shall be the surviving company (the “Merger 1 Surviving Company”) and shall continue its corporate existence under the laws of the State of Delaware.
Sample 1
Merger 1. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Acquiror, Shelf and MS 1 shall cause MS 1 to be merged with and into Acquiror (“Merger 1”), with Acquiror being the surviving corporation (which is sometimes hereinafter referred to for the periods at and after the Merger 1 Effective Time as the “SPAC Surviving Company”) following Merger 1 and the separate corporate existence of MS 1 shall cease. Merger 1 shall be consummated in accordance with this Agreement and the DGCL and evidenced and effected by a Certificate of Merger in the form of Exhibit B-1 (the “SPAC Certificate of Merger”), such Merger 1 to be consummated immediately upon filing of the SPAC Certificate of Merger or at such later time as may be agreed by Acquiror and Holdings in writing and specified in the SPAC Certificate of Merger (the “Merger 1 Effective Time”).
Sample 1
Merger 1. Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the Delaware General Corporation Law (the “DGCL”) and the Delaware Revised Uniform Limited Partnership Act (the “DRULPA”), the Partnership shall be merged with and into Sunbeam Primary at the Merger 1 Effective Time. Following the Merger 1 Effective Time, the separate limited partnership existence of the Partnership shall cease, and Sunbeam Primary shall continue as the surviving corporation in Merger 1 (the “First Surviving Corporation”) and shall succeed to and assume all the rights and obligations of the Partnership in accordance with the DGCL and DRULPA.
Sample 1

Related to Merger 1

  • The Merger Upon the terms and subject to the conditions of this Agreement and in accordance with the DGCL, at the Effective Time (as defined below), Merger Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”).

  • Merger Sub Stock Each share of common stock, par value $.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

  • The Merger Closing Upon the terms and subject to the conditions of this Agreement, the closing (the "Closing") of the Merger shall take place at 10:00 A.M., on the third business day after the fulfillment of the conditions specified in Sections 6.02 and 7.02 hereof, at the offices of Squadron, Ellenoff, Plesent & Xxxxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other time, date and place as may be agreed upon in writing by Parent and MGI. The date on which the Closing shall take place is referred to as the "Closing Date" and the time on the Closing Date when the Closing shall take place is referred to as the "Closing Time," MGI, Parent and Acquisition shall use their respective best efforts to cause the Merger to be consummated at the earliest practicable time after consummation of the Offer.

  • Effective Time of Merger This Merger Agreement, or a Certificate of Ownership and Merger setting forth the information required by, and otherwise in compliance with, Section 253 of the General Corporation Law of the State of Delaware with respect to the Merger, shall be delivered for filing with the Secretary of State of the State of Delaware. This Merger Agreement, or Articles of Merger setting forth the information required by, and otherwise in compliance with, Article 5.16 of the Texas Business Corporation Act with respect to the Merger, shall be delivered for filing with the Secretary of State of the State of Texas. The Merger shall become effective upon the later of (i) the day and at the time the Secretary of State of the State of Delaware files such Certificate of Ownership and Merger, and (ii) the day and at the time the Secretary of State of the State of Texas files such Articles of Merger (the time of such effectiveness is herein called the "Effective Time"). Notwithstanding the foregoing, by action of its Board of Directors, either of NewSub2 or AssetCo may terminate this Merger Agreement at any time prior to the filing of the Certificate of Ownership and Merger with respect to the Merger with Secretary of State of the State of Delaware and the Articles of Merger with respect to the Merger with Secretary of State of the State of Texas.

  • 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”).

  • Merger Closing The Merger shall have been consummated.

  • Merger of Merger Sub into the Company Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time (as defined in Section 1.3), Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The Company will continue as the surviving corporation in the Merger (the "Surviving Corporation").

  • Effective Time of the Merger At the Effective Time of the Merger, NEWCO shall be merged with and into the COMPANY in accordance with the Articles of Merger, the separate existence of NEWCO shall cease, the COMPANY shall be the surviving party in the Merger and the COMPANY is sometimes hereinafter referred to as the Surviving Corporation. The Merger will be effected in a single transaction.

  • Conversion of Merger Sub Capital Stock Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.

  • Merger Sub Common Stock At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

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