Common use of The Merger; Effective Time of the Merger Clause in Contracts

The Merger; Effective Time of the Merger. Upon the terms and subject to the conditions of this Agreement, at the Effective Time (as hereinafter defined), Merger Sub shall be merged with and into the Company in accordance with the General Corporation Law of the State of Delaware (the “DGCL”). As a part of the Closing, the Company, Parent and Merger Sub shall cause a certificate of merger, in a form and substance reasonably acceptable to Parent and the Company and meeting the requirements of Section 251 of the DGCL (the “Certificate of Merger”), to be properly executed and filed with the Secretary of State of the State of Delaware in accordance with the terms and conditions of the DGCL and shall take all such other and further actions as may be required by any Applicable Law (as hereinafter defined) to make the Merger effective as promptly as practicable. The Merger shall become effective at the time that the Certificate of Merger is accepted for filing by the Secretary of State of Delaware in accordance with the DGCL or at such later date and time as is specified in the Certificate of Merger (such time and date being referred to herein as the “Effective Time”).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Concentra Operating Corp), Agreement and Plan of Merger (Occupational Health & Rehabilitation Inc)

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The Merger; Effective Time of the Merger. Upon the terms and subject to the conditions of this Agreement, at the Effective Time (as hereinafter defined)Time, Merger Sub shall be merged with and into the Company, with the Company as the surviving corporation and a wholly-owned subsidiary of Parent, in accordance with provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a part of At the Closing, the Company, Parent and Merger Sub Parties shall cause the Merger to be consummated by filing a certificate of merger, merger prepared and executed in a form and substance reasonably acceptable to Parent and accordance with the Company and meeting the requirements of Section 251 relevant provisions of the DGCL (the “Certificate of Merger”), to be properly executed and filed ) with the Office of the Secretary of State of the State of Delaware in accordance with the terms and conditions of the DGCL and shall take all such other and further actions as may be required by any Applicable Law (as hereinafter defined) to make the Merger effective as promptly as practicableDelaware. The Merger shall become effective at upon the time that filing of the Certificate of Merger is accepted for filing by with the Office of the Secretary of State of Delaware in accordance with the DGCL State of Delaware, or at such later date and time as is shall be agreed upon by Parent and the Company and specified in the Certificate of Merger (such time and date being referred to herein as the “Effective Time”).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Owens & Minor Inc/Va/), Agreement and Plan of Merger (Medical Action Industries Inc)

The Merger; Effective Time of the Merger. Upon the terms and subject to the conditions of this Agreement, at the Effective Time (as hereinafter defined)Time, Merger Sub shall be merged with and into the Company in accordance with provisions of the General Corporation Law of the State of Delaware (the "DGCL"). As a part soon as practicable on the Closing Date, at the closing of the Merger (the "Closing"), the Company, Parent and Merger Sub parties hereto shall cause the Merger to be consummated by filing a certificate of merger, merger prepared and executed in a form and substance reasonably acceptable to Parent and accordance with the Company and meeting the requirements of Section 251 relevant provisions of the DGCL (the "Certificate of Merger”), to be properly executed ") with the Office of the Secretary of State of the State of Delaware. The Merger shall become effective upon the filing of the Certificate of Merger with the Office of the Secretary of State of the State of Delaware (the date and filed time of the filing of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the terms and conditions of the DGCL and shall take all such other and further actions as may be required by any Applicable Law (as hereinafter defined) to make the Merger effective as promptly as practicable. The Merger shall become effective at the time that the Certificate of Merger is accepted for filing by the Secretary of State of Delaware in accordance with the DGCL Delaware, or at such later date and time as is agreed upon by Parent and the Company and specified in the Certificate of Merger (such time and date being referred to herein as Merger, the "Effective Time").

Appears in 1 contract

Samples: Agreement and Plan of Merger (Lyondell Chemical Co)

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The Merger; Effective Time of the Merger. Upon the terms and subject to the conditions of this Agreement, at the Effective Time (as hereinafter defined)Time, Merger Sub shall be merged with and into the Company in accordance with provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a part soon as practicable on the Closing Date, at the closing of the Merger (the “Closing”), the Company, Parent and Merger Sub parties hereto shall cause the Merger to be consummated by filing a certificate of merger, merger prepared and executed in a form and substance reasonably acceptable to Parent and accordance with the Company and meeting the requirements of Section 251 relevant provisions of the DGCL (the “Certificate of Merger”), to be properly executed ) with the Office of the Secretary of State of the State of Delaware. The Merger shall become effective upon the filing of the Certificate of Merger with the Office of the Secretary of State of the State of Delaware (the date and filed time of the filing of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the terms and conditions of the DGCL and shall take all such other and further actions as may be required by any Applicable Law (as hereinafter defined) to make the Merger effective as promptly as practicable. The Merger shall become effective at the time that the Certificate of Merger is accepted for filing by the Secretary of State of Delaware in accordance with the DGCL Delaware, or at such later date and time as is agreed upon by Parent and the Company and specified in the Certificate of Merger (such time and date being referred to herein as Merger, the “Effective Time”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Huntsman CORP)

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