The Merger Sample Clauses


The Merger. Upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of Delaware Law, at the Effective Time, Merger Sub shall be merged with and into the Company (the Merger), the separate corporate existence of Merger Sub shall thereupon cease and the Company shall continue as the surviving corporation of the Merger. The Company, as the surviving corporation of the Merger, is sometimes hereinafter referred to as the Surviving Corporation.


The Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the General Corporation Law of the State of Delaware (the DGCL), Sub shall be merged with and into the Company at the Effective Time. At the Effective Time, the separate corporate existence of Sub shall cease and the Company shall continue as the surviving corporation (the Surviving Corporation).

The Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the New York Business Corporation Law (the "NYBCL") and the New York Limited Liability Company Act (the "NYLLCA"), at the Effective Time, (a) Merger Sub shall be merged with and into the Company and (b) the separate existence of Merger Sub shall cease and the Company shall continue its corporate existence under the NYBCL as the surviving corporation in the Merger (the "Surviving Corporation").

The Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, Purchaser shall be merged with and into the Company at the Effective Time (as defined in Section 2.3). At the Effective Time, the separate corporate existence of Purchaser shall cease and the Company shall continue as the surviving corporation (the Surviving Corporation) and shall succeed to and assume all the rights and obligations of Purchaser in accordance with the DGCL.

The Merger. On the terms and subject to the conditions set forth in this Agreement and in accordance with the provisions of this Agreement, the Certificate of Merger and the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company.

The Merger (a) Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, Merger Subsidiary shall be merged (the Merger) with and into the Company in accordance with Delaware Law, whereupon the separate existence of Merger Subsidiary shall cease, and the Company shall be the surviving corporation (the Surviving Corporation). (b) Subject to the provisions of Article 9, the closing of the Merger (the Merger Closing) shall take place in New York, New York at the offices of Latham & Watkins LLP, 885 Third Avenue, New York, New York 10022 as soon as possible, but in any event no later than two (2) Business Days after the date the conditions set forth in Article 9 (other than conditions that by their nature are to be satisfied at the Merger Closing, but subject to the satisfaction or, to the extent permissible, waiver of those conditions at the Merger Closing) have been satisfied or, to the extent permissible, waived by the party or parties entitled to the benefit of such conditions, or at such other place, at such other time or on such other date as Parent and the Company may mutually agree. The date on which the Merger Closing actually occurs is referred to as the Closing Date. (c) At the Merger Closing, the Company and Merger Subsidiary shall file a certificate of merger in customary form and substance with the Delaware Secretary of State in accordance with the applicable provisions of Delaware Law and make all other filings or recordings required by Delaware Law in connection with the Merger. The Merger shall become effective at such time as the certificate of merger is duly filed with and accepted for record by the Delaware Secretary of State (the time of such filing and acceptance for record by the Delaware Secretary of State or at such later time as may be mutually agreed in writing by Parent, Merger Subsidiary and the Company and specified in the certificate of merger, the Effective Time). (d) From and after the Effective Time, the Surviving Corporation shall possess all the rights, powers, privileges and franchises and be subject to all of the obligations, liabilities, restrictions and disabilities of the Company and Merger Subsidiary, all as provided under Delaware Law. (e) The Merger shall be governed by and effected under Section 251(h) of Delaware Law, without a vote of the stockholders of the Company. Subject to the terms and conditions contained in this Agreement, the parties agree to take all necessary and appropriate ...

The Merger. Subject to the provisions of this Agreement, a certificate of merger (the Certificate of Merger) shall be duly prepared and executed in accordance with the relevant provisions of the DGCL and the DLLCA and thereafter delivered to the Secretary of State of the State of Delaware for filing, as provided in the DGCL and the DLLCA, on the Closing Date. The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware or at such time thereafter as is agreed upon in writing by Parent and the Company and provided in the Certificate of Merger (the Effective Time). At the Effective Time, Merger Sub shall be merged with and into the Company and the separate existence of Merger Sub shall cease and the Company shall continue as the surviving entity in the Merger. The Merger will have the effects set forth in the DGCL and the DLLCA. As used in this Agreement, Surviving Entity shall mean the Company, at and after the Effective Time, as the surviving entity in the Merger.


The Merger. Subject to the terms and conditions of this Agreement, in accordance with Ohio Revised Code Chapter 1701, the Ohio General Corporation Law (the OGCL), and Article I of Title 23 of the Indiana Code (the IBCL), at the Effective Time, Seller shall merge with and into Parent. Parent shall be the Surviving Corporation in the Merger, and shall continue its corporate existence under the laws of the State of Ohio. Upon consummation of the Merger, the separate corporate existence of Seller shall terminate.

The Merger. Upon the terms and subject to the conditions hereof, on the Effective Date (as hereinafter defined), Allied shall be merged with and into RUHC in accordance with the applicable laws of the State of Nevada (the "Merger"). The separate existence of Allied shall cease, and RUHC shall be the surviving corporation under the name "Allied American Steel Corp." (the "Surviving Corporation") and shall be governed by the laws of the State of Nevada.

The Merger (a) Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, Merger Subsidiary shall be merged (the Merger) with and into the Company in accordance with Oregon Law, whereupon the separate existence of Merger Subsidiary shall cease, and the Company shall be the surviving corporation (the Surviving Corporation). The Merger shall have the effects set forth in the applicable provisions of Oregon Law. (b) Subject to the provisions of Article 9, the closing of the Merger (the Closing) shall take place in New York, New York at the offices of Wachtell, Lipton, Rosen & Katz, 51 West 52nd St., New York, New York 10019, as soon as practicable (but in any event no later than four (4) Business Days) after the date the conditions set forth in Article 9 (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permissible, waiver of those conditions at the Closing) have been satisfied or, to the extent permissible, waived by the party or parties entitled to the benefit of such conditions, or at such other place, at such other time or on such other date as Parent and the Company may mutually agree (the Closing Date). (c) At the Closing, the Company and Merger Subsidiary shall file articles of merger with the Oregon Secretary of State and make all other filings or recordings required by Oregon Law in connection with the Merger. The Merger shall become effective at such time (the Effective Time) as the articles of merger are duly filed with the Oregon Secretary of State (or at such later time as may be specified in the articles of merger). (d) From and after the Effective Time, the separate existence of Merger Subsidiary shall cease, and the Surviving Corporation shall possess title to all real estate and other property owned by, and possess all obligations, including contractual, tort, statutory and administrative obligations of, the Company and Merger Subsidiary, all as provided under Oregon Law.