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”).
Appears in 13 contracts
Samples: Agreement and Plan of Merger (Timberland Co), Agreement and Plan of Merger (V F Corp), Agreement and Plan of Merger (Gordmans Stores, Inc.)
The Merger. Upon On the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with the DGCL (including Section 251(h) of the DGCL, at the Effective Time (as defined below), Merger Sub shall be merged with and into the CompanyCompany at the Effective Time. As a result of At the MergerEffective Time, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”).
Appears in 12 contracts
Samples: Agreement and Plan of Merger (Alpine Immune Sciences, Inc.), Agreement and Plan of Merger (NGM Biopharmaceuticals Inc), Agreement and Plan of Merger (XOMA Corp)
The Merger. Upon In accordance with Section 251(g) of the DGCL and subject to, and upon the terms and subject to the conditions of of, this Agreement and in accordance with the DGCL, at the Effective Time (as defined below)Agreement, Merger Sub shall be merged with and into the Company. As a result of Company (the “Merger”), the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”). At the Effective Time, the effects of the Merger shall be as provided in this Agreement and in Section 259 of the DGCL.
Appears in 11 contracts
Samples: Agreement and Plan of Merger (Northwestern Corp), Agreement and Plan of Merger (NorthWestern Energy Group, Inc.), Agreement and Plan of Merger (Great Elm Group, Inc.)
The Merger. Upon the terms and subject to the conditions of this Agreement Agreement, and in accordance with the DGCL, at the Effective Time (as defined below), Merger Sub shall be merged with and into the CompanyCompany at the Effective Time. As a result of Following the Merger, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”)) and shall succeed to and assume all the rights and obligations of Merger Sub in accordance with the DGCL.
Appears in 9 contracts
Samples: Agreement and Plan of Merger (Nextgen Healthcare, Inc.), Agreement and Plan of Merger (Providence Service Corp), Agreement and Plan of Merger (Entellus Medical Inc)
The Merger. Upon At the Effective Time, and on 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 Company shall be merged with and into the Company. As a result of the MergerMerger Sub, the separate corporate existence of the Company shall cease, and Merger Sub shall cease and the Company shall continue as the surviving corporation. Merger Sub, as the surviving corporation of after the Merger (Merger, is hereinafter sometimes referred to as the “"Surviving Corporation”)."
Appears in 9 contracts
Samples: Agreement and Plan of Merger (Neomedia Technologies Inc), Agreement and Plan of Merger (Neomedia Technologies Inc), Agreement and Plan of Merger (Neomedia Technologies Inc)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement and in accordance with the applicable provisions of the DGCL, at the Effective Time (as defined below)Time, Merger Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall thereupon cease and the Company shall continue as the surviving corporation of the Merger (Merger. The Company, as the surviving corporation of the Merger, is sometimes referred to herein as the “Surviving Corporation.”).
Appears in 9 contracts
Samples: Agreement and Plan of Merger (Shockwave Medical, Inc.), Agreement and Plan of Merger (Ambrx Biopharma, Inc.), Agreement and Plan of Merger (Ambrx Biopharma, Inc.)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions of set forth in this Agreement 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”).
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Pernix Therapeutics Holdings, Inc.), Agreement and Plan of Merger (Somaxon Pharmaceuticals, Inc.), Agreement and Plan of Merger (Psychiatric Solutions Inc)
The Merger. (a) Upon the terms and subject to the conditions of this Agreement and in accordance with the DGCLAgreement, at the Effective Time (as defined below), Merger Sub shall be merged with and into the Company. As a result of Company in accordance with the MergerDGCL, whereupon the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as be the surviving corporation of the Merger (the “"Surviving Corporation”").
Appears in 7 contracts
Samples: Distribution Agreement (Gartner Group Inc), Distribution Agreement (Ims Health Inc), Execution Copy (Harcourt General Inc)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with the DGCL, at the Effective Time (as defined below)Time, Merger Sub shall be merged merge 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 Surviving Corporation in the Merger (the “Surviving Corporation”)Merger.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Zhongpin Inc.), Agreement and Plan of Merger (Zhongpin Inc.), And Restated Agreement and Plan of Merger (China Security & Surveillance Technology, Inc.)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with the DGCL, at the Effective Time (as defined below)Time, Merger Sub shall be merged with and into the Company. As a result of the Merger, and the separate corporate existence of Merger Sub shall cease thereupon cease, and the Company shall continue as be the surviving corporation of in the Merger (the “Surviving Corporation”).
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Horizon Lines, Inc.), Agreement and Plan of Merger (Matson, Inc.), Agreement and Plan of Merger (Forest Laboratories Inc)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with the provisions of the DGCL (including Section 251(h) of the DGCL), at the Effective Time (as defined below)Time, 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 thereupon cease, and the Company shall continue be the surviving corporation in the Merger. The Company, as the surviving corporation of after the Merger (Merger, is hereinafter referred to as the “Surviving Corporation”).
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Biotelemetry, Inc.), Agreement and Plan of Merger (MyoKardia, Inc.), Agreement and Plan of Merger (Spectranetics Corp)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement and in accordance with the DGCL, at the Effective Time (as defined below)Time, Merger Sub shall be merged with and into the Company. As a result of Following the MergerEffective Time, the separate corporate existence of Merger Sub shall cease will cease, and the Company shall will continue as the surviving corporation of in the Merger (the “Surviving Corporation”)) and shall succeed to and assume all the rights and obligations of Merger Sub in accordance with the DGCL.
Appears in 7 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (United Rentals North America Inc), Agreement and Plan of Merger (BakerCorp International, Inc.)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement 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 Company at the Effective Time of the MergerMerger (as defined in Section 1.3). Also at the Effective Time, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”)) and shall succeed to and assume all the rights, properties, liabilities and obligations of Merger Sub in accordance with the DGCL.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Synergy CHC Corp.), Agreement and Plan of Merger (Mount Knowledge Holdings, Inc.), Agreement and Plan of Merger (Oro Capital Corporation, Inc.)
The Merger. Upon the terms and subject to the conditions of this Agreement Agreement, and in accordance with the DGCL, at the Effective Time (as defined below)Time, Merger Sub shall be merged with and into the Company. As a result of the Merger, whereupon the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation of the Merger and a direct or indirect wholly owned Subsidiary of Parent (the “Surviving Corporation”).
Appears in 6 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Genomic Health Inc), Agreement and Plan of Merger (Exact Sciences Corp)
The Merger. Upon the terms and subject to the conditions of this Agreement and in accordance with the DGCL, at At the Effective Time (as defined below)in Section 1.2) and subject to and upon the terms and conditions of this Agreement and the applicable provisions of the DGCL, Merger Sub shall be merged with and into Company (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. Company as the surviving corporation of after the Merger (is hereinafter sometimes referred to as the “"Surviving Corporation”)."
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Cea Acquisition Corp), Agreement and Plan of Merger (American Access Technologies Inc), Agreement and Plan of Merger (Mail Com Inc)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement and in accordance with the DGCL, at the Effective Time (as defined below), Merger Sub shall be merged with and into the CompanyCompany at the Effective Time. As a result of Following the MergerEffective Time, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation of in the Merger (the “Surviving Corporation”)) and shall succeed to and assume all the rights and obligations of Merger Sub in accordance with the DGCL.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Michael Foods Inc/New), Agreement and Plan of Merger (Iron Acquisition Corp), Agreement and Plan of Merger (Pilgrims Pride Corp)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with the DGCL, the Merger Sub shall merge with and into the Company at the Effective Time (as defined below), Merger Sub shall be merged with and into . At the Company. As a result of the MergerEffective Time, the separate corporate existence of the Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”)) and shall succeed to and assume all the rights and obligations of the Merger Sub in accordance with the DGCL.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Performance Technologies Inc \De\), Agreement and Plan of Merger (Sonus Networks Inc), Agreement and Plan of Merger (Network Equipment Technologies Inc)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions of set forth in this Agreement Agreement, and in accordance with the DGCL, Merger Sub, at the Effective Time (as defined below)Time, 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”)) and shall be a wholly owned subsidiary of Parent.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Pfsweb Inc), Agreement and Plan of Merger (Sorrento Networks Corp), Agreement and Plan of Merger (Ecost Com Inc)
The Merger. Upon the terms of this Agreement and subject to the conditions of this Agreement set forth in Article VII, 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”").
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Conductus Inc), Agreement and Plan of Merger (SDL Inc), Agreement and Plan of Merger (Oak Industries Inc)
The Merger. Upon On the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with the DGCL, at the Effective Time (as defined below), Merger Sub shall be merged with and into the CompanyCompany at the Effective Time. As a result of At the MergerEffective Time, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”).
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Neulion, Inc.), Agreement and Plan of Merger (Bioverativ Inc.), Agreement and Plan of Merger (DreamWorks Animation SKG, Inc.)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with Section 251 of the DGCL, at the Effective Time (as defined below), Merger Sub shall be merged with and into the CompanyCompany at the Effective Time (as defined below). As a result of Following 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”)") in accordance with the DGCL.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Cogent Communications Group Inc), Ii Agreement and Plan of Merger (Cogent Communications Group Inc), Agreement and Plan of Merger (Cogent Communications Group Inc)
The Merger. Upon the terms of this Agreement and subject to the conditions of set forth in this Agreement Agreement, and in accordance with the DGCL, at the Effective Time (as defined belowin Section 1.02), 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 cease, and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”).
Appears in 5 contracts
Samples: Amended and Restated Agreement and Plan of Merger (Lenco Mobile Inc.), Agreement and Plan of Merger and Reorganization (Lenco Mobile Inc.), Agreement and Plan of Merger (DemandTec, Inc.)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with the provisions of the DGCL, at the Effective Time (as defined below)Time, 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 thereupon cease, and the Company shall continue be the surviving corporation in the Merger. The Company, as the surviving corporation of after the Merger (Merger, is hereinafter referred to as the “Surviving Corporation”).
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Regal Rexnord Corp), Agreement and Plan of Merger (Altra Industrial Motion Corp.), Agreement and Plan of Merger (Tabula Rasa HealthCare, Inc.)
The Merger. Upon At the terms and subject to the conditions of Effective Time, in accordance with 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 cease, and the Company shall continue as the surviving corporation. For purposes of this Agreement, (i) the corporation of surviving the Merger (after the Effective Time may be referred to as the “Surviving Corporation” and (ii) the Company and Merger Sub are collectively referred to as the “Constituent Corporations.”).
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Sauer Danfoss Inc), Agreement and Plan of Merger (Kensey Nash Corp), Agreement and Plan of Merger (Seracare Life Sciences Inc)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with the DGCL, at the Effective Time (as defined below), Merger Sub shall be merged with and into the CompanyCompany at the Effective Time. As a result of Following 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”).
Appears in 5 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Amf Bowling Worldwide Inc), Agreement and Plan of Merger (SFBC International Inc)
The Merger. Upon In accordance with Section 251(g) of the DGCL and subject to, and upon the terms and subject to the conditions of of, this Agreement and in accordance with the DGCL, at the Effective Time (as defined below)Agreement, 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 cease, and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”). At the Effective Time, the effects of the Merger shall be as provided in this Agreement and in Sections 251(g) and 259 of the DGCL.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Howard Hughes Corp), Agreement and Plan of Merger (Howard Hughes Holdings Inc.), Agreement and Plan of Merger (Apache Corp)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions of set forth in this Agreement Agreement, and in accordance with the DGCL, at the Effective Time (as defined below), Merger Sub shall be merged with and into the CompanyCompany at the Effective Time. 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”).
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Comverge, Inc.), Agreement and Plan of Merger (Solutia Inc), Agreement and Plan of Merger (Southwall Technologies Inc /De/)
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)Time, Merger Sub shall will be merged with and into the Company. As a result of Company (the “Merger”), the separate corporate existence of Merger Sub shall cease will cease, and the Company shall will continue as the surviving corporation. The Company as the surviving corporation of after the Merger (is referred to in this Agreement as the “Surviving Corporation.”).
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Meade Instruments Corp), Agreement and Plan of Merger (EF Johnson Technologies, Inc.), Agreement and Plan of Merger (BAE Systems, Inc.)
The Merger. Upon On the terms and subject to the conditions of set forth in this Agreement and in accordance with the DGCL, at the Effective Time (as defined below), Merger Sub shall be merged with and into the CompanyCompany at the Effective Time. As a result of At the MergerEffective Time, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”).
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Snap One Holdings Corp.), Agreement and Plan of Merger (Resideo Technologies, Inc.), Agreement and Plan of Merger (Thermo Fisher Scientific Inc.)
The Merger. Upon In accordance with Section 251(g) of the DGCL and subject to and upon the terms and subject to the conditions of this Agreement and in accordance with the DGCLAgreement, Merger Sub shall, at the Effective Time (as defined below)Time, 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. The Company as the surviving corporation of after the Merger (is hereinafter sometimes referred to as the “Surviving Corporation”).” At the Effective Time, the effect of the Merger shall be as provided in Section 259 of the DGCL.
Appears in 5 contracts
Samples: Agreement and Plan of Reorganization (U.S. NeuroSurgical Holdings, Inc.), Agreement and Plan of Reorganization (Cogent Communications Group Inc), Agreement and Plan of Reorganization (Cogent Communications Group Inc)
The Merger. Upon (i) On the terms and subject to the conditions of set forth in this Agreement and in accordance with the DGCL, at on the Effective Time (as defined below)Closing Date, Merger Sub shall be merged merge with and into the CompanyCompany (the “Merger”) at the Effective Time. As a result of Following the MergerEffective Time, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation company of the Merger (the “Surviving CorporationCompany”).
Appears in 5 contracts
Samples: Business Combination Agreement (CHP Merger Corp.), Business Combination Agreement (Longview Acquisition Corp. II), Business Combination Agreement (HighCape Capital Acquisition Corp.)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with the DGCL, at the Effective Time (as defined belowin Section 2.03), 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 as a wholly owned subsidiary of Parent (the “Surviving Corporation”"SURVIVING CORPORATION").
Appears in 5 contracts
Samples: Agreement and Plan of Merger and Reorganization (Netgravity Inc), Agreement and Plan of Merger and Reorganization (Abacus Direct Corp), Agreement and Plan of Merger and Reorganization (Doubleclick Inc)
The Merger. Upon At the Effective Time, upon the terms and subject to the conditions of this Agreement and in accordance with the applicable provisions of the DGCL, at Merger Sub and the Effective Time (as defined below)Company shall consummate the Merger, pursuant to which Merger Sub shall be merged with and into the Company. As a result of the Merger, following which the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of Surviving Corporation after the Merger (the “Surviving Corporation”)and as a direct, wholly-owned subsidiary of Parent.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Revolution Medicines, Inc.), Agreement and Plan of Merger (CM Life Sciences III Inc.), Agreement and Plan of Merger (CM Life Sciences II Inc.)
The Merger. Upon the terms and subject to the conditions of this Agreement 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”).
Appears in 5 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Phoenix Companies Inc/De), Agreement and Plan of Merger (Sprint Nextel Corp)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement 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, and the separate corporate existence of Merger Sub shall cease thereupon cease, and the Company shall continue as be the surviving corporation of in the Merger (the “Surviving Corporation”).
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Plug Power Inc), Agreement and Plan of Merger (Am-Source, LLC), Agreement and Plan of Merger (TransDigm Group INC)
The Merger. Upon On the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with the DGCL, at the Effective Time (as defined below), Merger Sub shall be merged will merge with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall will cease and the Company shall will continue its corporate existence under the DGCL as the surviving corporation of in the Merger (sometimes referred to herein as the “Surviving Corporation”).
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Bishop Infrastructure III Acquisition Company, Inc.), Agreement and Plan of Merger (Westway Group, Inc.), Tender and Voting Agreement (Computer Software Innovations, Inc.)
The Merger. Upon In accordance with Section 251(g) of the DGCL and subject to and upon the terms and subject to the conditions of this Agreement and in accordance with the DGCLAgreement, Merger Sub shall, at the Effective Time (as defined below)Time, 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”).
Appears in 4 contracts
Samples: Distribution Agreement (New Laser Corp), Distribution Agreement (New Laser Corp), Transaction Agreement (New Laser Corp)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement and in accordance with the DGCLAgreement, at the Effective Time (as defined below)Time, Merger Sub shall be merged with and into the Company. As a result of the Merger, Company and the separate corporate existence of Merger Sub shall cease and the thereupon cease. The Company shall continue as be the surviving corporation of company in the Merger (sometimes hereinafter referred to as the “Surviving CorporationCompany”), and the separate corporate existence of the Company with all its rights, privileges, immunities, powers and franchises shall continue unaffected by the Merger, except as set forth in Article II. The Merger shall have the effects specified in the DGCL.
Appears in 4 contracts
Samples: Agreement and Plan of Merger and Reorganization (Twilio Inc), Agreement and Plan of Merger and Reorganization (SendGrid, Inc.), Agreement and Plan of Merger (Engility Holdings, Inc.)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement and in accordance with the DGCLAgreement, at the Effective Time (as defined below)Time, Merger Sub shall be merged with and into the Company. As a result of the Merger, Company and the separate corporate existence of Merger Sub shall cease and the thereupon cease. The Company shall continue as be the surviving corporation of in the Merger (sometimes hereinafter referred to as the “Surviving Corporation”), and the separate corporate existence of the Company, with all its rights, privileges, immunities, powers and franchises, shall continue unaffected by the Merger, except as set forth in Article II. The Merger shall have the effects specified in the DGCL.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Mitsubishi Ufj Financial Group Inc), Agreement and Plan of Merger (Genlyte Group Inc), Agreement and Plan of Merger (Bank of Tokyo - Mitsubishi Ufj, LTD)
The Merger. Upon Subject to the terms and subject to the conditions of this Agreement and in accordance with the DGCLAgreement, at the Effective Time (as defined belowin Section 1.2), Merger Sub shall be merged merge with and into the Company. As a result of Company in accordance with the MergerGCL, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation of in the Merger (Merger. The Company, in its capacity as the corporation surviving the Merger, is hereinafter sometimes referred to as the “Surviving Corporation.”).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Captiva Software Corp), Agreement and Plan of Merger (Legato Systems Inc), Agreement and Plan of Merger (Emc Corp)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions of set forth in this Agreement Agreement, and in accordance with the DGCL, Merger Sub, at the Effective Time (as defined below)Time, 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 (together with its successors, the “"Surviving Corporation”)") and as a wholly-owned subsidiary of Parent.
Appears in 4 contracts
Samples: Escrow Agreement (Dgse Companies Inc), Agreement and Plan of Merger (Dgse Companies Inc), Agreement and Plan of Merger and Reorganization (Superior Galleries Inc)
The Merger. Upon At the terms and subject to the conditions of Effective Time, in accordance with 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 cease, and the Company shall continue as the surviving corporation. For purposes of this Agreement, (i) the corporation of surviving the Merger (after the Effective Time may be referred to as the “Surviving Corporation” and (ii) the Company and Merger Sub are collectively referred to as the “Constituent Corporations”).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Charlotte Russe Holding Inc), Agreement and Plan of Merger (Encysive Pharmaceuticals Inc), Agreement and Plan of Merger (Gvi Security Solutions Inc)
The Merger. Upon Subject to the terms and subject to the conditions of this Agreement and in accordance with the DGCL, at the Effective Time (as defined below)Time, the Company and Merger Sub shall be merged consummate the Merger pursuant to which (i) Merger Sub shall merge with and into the Company. As a result of the Merger, Company and the separate corporate existence of Merger Sub shall thereupon cease and (ii) the Company shall continue as be the surviving corporation of the Merger (the “Surviving Corporation”)) in the Merger and shall continue to be governed by the laws of the State of Delaware. The Merger shall have the effects set forth in the DGCL.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (L-1 Identity Solutions, Inc.), Agreement and Plan of Merger (Flir Systems Inc), Agreement and Plan of Merger (Flir Systems Inc)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions of set forth in this Agreement 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”").
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Harrahs Entertainment Inc), Agreement and Plan of Merger (Sabre Holdings Corp), Agreement and Plan of Merger (Monarch Dental Corp)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement and in accordance with the applicable provisions of the DGCL, at the Effective Time (as defined below)Time, Merger Sub shall be merged with and into the Company. As a result of 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 (Merger. The Company, as the surviving corporation of the Merger, is sometimes referred to herein as the “Surviving Corporation.”).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (3com Corp), Agreement and Plan of Merger (Acxiom Corp), Agreement and Plan of Merger (3com Corp)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with the DGCL, at the Effective Time (as defined below), Merger Sub shall be merged with and into the CompanyCompany at the Effective Time. As a result of Following the MergerEffective Time, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation of the Merger (sometimes referred to herein as the “Surviving Corporation”)) and shall succeed to and assume all the rights and obligations of Merger Sub in accordance with the DGCL.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Virage Inc), Agreement and Plan of Merger (Sentigen Holding Corp), Agreement and Plan of Merger (Virage Inc)
The Merger. (a) Upon the terms and subject to the conditions of this Agreement hereof and in accordance with the DGCL, at the Effective Time (as defined below)Time, Merger Sub shall will be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease will thereby cease, and the Company shall will continue as the surviving corporation of the Merger (the “Surviving Corporation”).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (CBD Energy LTD), Agreement and Plan of Merger (CBD Energy LTD), Agreement and Plan of Merger (CBD Energy LTD)
The Merger. Upon On the terms and subject to the conditions of this Agreement and in accordance with the DGCL, at the Effective Time (as defined belowherein), 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”)) and a wholly owned subsidiary of Parent.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Adgero Biopharmaceuticals Holdings, Inc.), Agreement and Plan of Merger (Adgero Biopharmaceuticals Holdings, Inc.), Agreement and Plan of Merger (Corbus Pharmaceuticals Holdings, Inc.)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement and in accordance with the DGCL, at the Effective Time (as defined below), Merger Sub shall be merged with and into the CompanyCompany at the Effective Time. As a result of Following the MergerEffective Time, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation of in the Merger (the “Surviving Corporation”), and shall succeed to and assume all the rights and obligations of Merger Sub in accordance with the DGCL.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (DJO Finance LLC), Agreement and Plan of Merger (Colfax CORP), Agreement and Plan of Merger (R1 RCM Inc.)
The Merger. Upon At the Effective Time, and subject to and upon the terms and subject to the conditions of this Agreement and in accordance with the provisions of 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 cease, and the Company shall continue as the surviving corporation and as a wholly-owned subsidiary of Parent. The surviving corporation after the Merger (is sometimes referred to herein as the “Surviving Corporation.”).
Appears in 4 contracts
Samples: Option Cancellation Agreement (Constant Contact, Inc.), Agreement and Plan of Merger (Citrix Systems Inc), Agreement and Plan of Merger (Harris Stratex Networks, Inc.)
The Merger. Upon At the Effective Time and subject to and 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 cease, and the Company shall continue as the surviving corporation. The Company, as the surviving corporation of after the Merger (Merger, is hereinafter sometimes referred to as the “Surviving Corporation.”).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Westaff Inc), Agreement and Plan of Merger (Ablest Inc), Agreement and Plan of Merger (FCStone Group, Inc.)
The Merger. Upon the terms and subject to the satisfaction or waiver of the conditions hereof, and in accordance with the applicable provisions of this Agreement and in accordance with the DGCL, at the Effective Time (as defined below)Time, 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”).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Target Logistics Inc), Agreement and Plan of Merger (Anadarko Petroleum Corp), Agreement and Plan of Merger (Kerr McGee Corp /De)
The Merger. Upon Subject to the terms and subject to the conditions of this Agreement and in accordance with the DGCLAgreement, at the Effective Time (as defined below)Time, Merger Sub shall be merged with and into the Company. As a result of the MergerCompany in accordance with this Agreement, and the separate corporate existence of Merger Sub shall cease and the thereupon cease. The Company shall continue as be the surviving corporation of entity in the Merger (sometimes hereinafter referred to as the “"Surviving Corporation”Entity"). The Merger shall have the effects specified herein and in the General Corporation Law of the State of Delaware (the "DGCL").
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Cliffs Drilling Co), Agreement and Plan of Merger (R&b Falcon Corp), Agreement and Plan of Merger (Transocean Sedco Forex Inc)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement and in accordance with the DGCLAgreement, at the Effective Time (as defined below)Time, Merger Sub shall be merged with and into the Company. As a result of the Merger, Company and the separate corporate existence of Merger Sub shall cease and the thereupon cease. The Company shall continue as be the surviving corporation of company in the Merger (sometimes hereinafter referred to as the “Surviving CorporationCompany”), and the separate corporate existence of the Company with all its rights, privileges, immunities, powers and franchises shall continue unaffected by the Merger, except as set forth in Article II. The Merger shall have the effects specified in this Agreement and the DGCL.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (SomaLogic, Inc.), Agreement and Plan of Merger (Advaxis, Inc.), Agreement and Plan of Merger (Ayala Pharmaceuticals, Inc.)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions of set forth in this Agreement Agreement, and in accordance with the DGCL, Merger Sub, at the Effective Time (as defined below)Time, 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”").
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Primedex Health Systems Inc), Agreement and Plan of Merger (Intuitive Surgical Inc), Agreement and Plan of Merger (Aviall Inc)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement and in accordance with the DGCLAgreement, at the Effective Time (as defined below)Time, Merger Sub shall be merged with and into the Company. As a result of the Merger, Company and the separate corporate existence of Merger Sub shall cease and the thereupon cease. The Company shall continue as be the surviving corporation of in the Merger (sometimes hereinafter referred to as the “Surviving Corporation”), and the separate corporate existence of the Company, with all its rights, privileges, immunities, powers and franchises, shall continue unaffected by the Merger. The Merger shall have the effects specified in the Delaware General Corporation Law (the “DGCL”).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Dimensional Associates, LLC), Agreement and Plan of Merger (Orchard Enterprises, Inc.), Agreement and Plan of Merger (Alfa Corp)
The Merger. Upon the terms and subject to the conditions of this Agreement hereof, and in accordance with the DGCL, at the Effective Time (as defined below), Merger Sub shall be merged with and into the CompanyCompany at the Effective Time. 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”)) and shall continue its corporate existence under the DGCL.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Blackbaud Inc), Agreement and Plan of Merger (Convio, Inc.), Agreement and Plan of Merger (Kintera Inc)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with the DGCL, at the Effective Time (as defined below)CGCL, Merger Sub shall be merged with and into the CompanyCompany at the Effective Time (as defined below). As a result of Following 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”)) in accordance with the CGCL.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Chalone Wine Group LTD), Agreement and Plan of Merger (Huneeus Vintners LLC), Agreement and Plan of Merger (Constellation Brands, Inc.)
The Merger. Upon In accordance with Section 251(g) of the DGCL and subject to, and upon the terms and subject to the conditions of of, this Agreement and in accordance with the DGCLAgreement, Merger Sub shall, at the Effective Time (as defined below)Date, 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 cease, and the Company shall continue as the surviving corporation of the Merger (the “"Surviving Corporation”"). At the Effective Date, the effects of the Merger shall be as provided in Section 259 of the DGCL.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Ipc Communications Inc /De/), Agreement and Plan of Merger (Activision Inc /Ny), Agreement and Plan of Merger (Ipc Information Systems Inc)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with the DGCLCGCL, at on the Effective Time (as defined below)Closing Date, Merger Sub shall be merged with and into the CompanyCompany at the Effective Time (the “Merger”). As a result of Following 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”)) and shall succeed to and assume all the rights, properties, liabilities and obligations of Merger Sub in accordance with the CGCL.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Pixar \Ca\), Agreement and Plan of Merger (Walt Disney Co/)
The Merger. Upon the terms and subject to the conditions of this Agreement set forth herein, and in accordance with the DGCL, at the Effective Time (as defined below), Merger Sub shall be merged with and into the CompanyCompany at the Effective Time. As a result of Following the MergerEffective Time, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation of in the Merger (the “Surviving Corporation”). The Merger shall be governed by Section 251(h) and the Merger shall be effected as soon as practicable following the Offer Closing without a vote on the adoption of this Agreement by the stockholders of the Company.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Nimble Storage Inc), Agreement and Plan of Merger (Hewlett Packard Enterprise Co)
The Merger. (a) Upon the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with the DGCL, at the Effective Time (as defined below)Time, Merger Sub shall be merged with and into the Company. As a result of the Merger, and the separate corporate existence of Merger Sub shall cease cease, and the Company Company, as the Surviving Corporation, shall continue as its corporate existence under the surviving corporation of the Merger (the “Surviving Corporation”)DGCL.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (CF Acquisition Corp. VIII), Agreement and Plan of Merger (CF Finance Acquisition Corp. III), Agreement and Plan of Merger (CF Finance Acquisition Corp II)
The Merger. Upon (a) At the terms Effective Time, Merger Sub shall merge (the “Merger”) with and subject to into the conditions of this Agreement and Company 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 Mergerwhereupon, the separate corporate existence of Merger Sub shall cease and the Company shall continue as be the surviving corporation as a wholly owned Subsidiary of the Merger Parent (the “Surviving Corporation”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Campbell Soup Co), Agreement and Plan of Merger (Sovos Brands, Inc.), Agreement and Plan of Merger (BTRS Holdings Inc.)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with the DGCL, at the Effective Time (as defined belowin Section 1.02), Merger Sub shall be merged with and into the Company. As a result of Following 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”"SURVIVING CORPORATION").
Appears in 3 contracts
Samples: Agreement and Plan of Merger (BNC Mortgage Inc), Agreement and Plan of Merger (Buckley Evan R), Agreement and Plan of Merger (BNMC Acquisition Co)
The Merger. Upon On the terms and subject to the conditions of set forth in this Agreement and in accordance with the DGCLAgreement, at the Effective Time (as defined below)Time, Merger Sub shall be merged with and into the Company. As a result of the Merger, Company and the separate corporate existence of Merger Sub shall cease and the thereupon cease. The Company shall continue as be the surviving corporation of in the Merger (sometimes hereinafter referred to as the “Surviving Corporation”), and the separate corporate existence of the Company, with all its rights, privileges, immunities, powers and franchises, shall continue unaffected by the Merger, except as set forth in Article II. The Merger shall have the effects specified in the DGCL.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (CONMED Corp), Agreement and Plan of Merger (CONMED Corp), Agreement and Plan of Merger (Conmed Corp)
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”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Xo Holdings Inc), Agreement and Plan of Merger (Primedia Inc), Agreement and Plan of Merger (Del Monte Foods Co)
The Merger. Upon At the Effective Time, upon the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with the applicable provisions of 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, whereupon the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of in the Merger (the “Surviving Corporation”)) and a wholly owned subsidiary of Parent.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Osi Restaurant Partners, Inc.), Agreement and Plan of Merger (Wj Communications Inc), Agreement and Plan of Merger (Triquint Semiconductor Inc)
The Merger. Upon the terms and subject to the satisfaction or waiver of the conditions of set forth in this Agreement Agreement, and in accordance with the DGCL, at the Effective Time (as defined below), Merger Sub shall be merged with and into the CompanyCompany at the Effective Time. As a result of Following the MergerEffective Time, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the corporation surviving corporation of the Merger (the “Surviving Corporation”), until the Second Merger becomes effective.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Inamed Corp), Agreement and Plan of Merger (Allergan Inc), Agreement and Plan of Merger (Allergan Inc)
The Merger. Upon On the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with the DGCL, at the Effective Time (as defined below), Merger Sub shall be merged will merge with and into the CompanyTarget. As a result of the Merger, the separate corporate existence of Merger Sub shall cease will cease, and the Company shall Target will continue its corporate existence under the DGCL as the surviving corporation of in the Merger (sometimes referred to herein as the “Surviving Corporation”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Veramark Technologies Inc), Agreement and Plan of Merger (Clearlake Capital Partners Ii Lp), Agreement and Plan of Merger (Veramark Technologies Inc)
The Merger. Upon At the Effective Time and subject to and upon the terms and subject to the conditions of this Agreement and in accordance with the applicable provisions of 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 Surviving Corporation after the Merger (the “Surviving Corporation”)and as a wholly owned subsidiary of Parent.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Northern Star Acquisition Corp.), Agreement and Plan of Reorganization (Pivotal Investment Corp II), Agreement and Plan of Reorganization (Pivotal Acquisition Corp)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with the DGCL, at the Effective Time (as defined below)Time, Merger Sub shall be merged with and into the Company. As a result of the Merger, and the separate corporate existence of Merger Sub shall cease and the thereupon cease. The Company shall continue as be the surviving corporation of in the Merger (the “Surviving Corporation”)) and shall continue to be governed by the DGCL, and the separate corporate existence of the Company, with all of its rights, privileges, immunities, powers and franchises shall continue unaffected by the Merger except as otherwise provided herein.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Nutra Acquisition CO Inc.), Agreement and Plan of Merger (Natrol Inc), Agreement and Plan of Merger (Plethico Pharmaceuticals Ltd.)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement and in accordance with the DGCL, at the Effective Time (as defined below)Time, Merger Sub shall be merged with and into the Company. As a result of Following the Merger, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation of in the Merger (the “Surviving CorporationCompany”)) and a wholly owned subsidiary of Parent.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Kintara Therapeutics, Inc.), Agreement and Plan of Merger (Kintara Therapeutics, Inc.), Agreement and Plan of Merger (CohBar, Inc.)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with the DGCL, at the Effective Time (as defined below), Merger Sub shall be merged with and into the CompanyCompany at the Effective Time. As a result of At the MergerEffective Time, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Glaxosmithkline PLC), Agreement and Plan of Merger (Ats Corp), Agreement and Plan of Merger (ARGON ST, Inc.)
The Merger. Upon the terms of and subject to the conditions of set forth in this Agreement Agreement, and in accordance with the DGCL, at the Effective Time (as defined belowin Section 1.3), Merger Sub shall be merged with and into the Company. As a result of the MergerXxxxxx, the separate corporate existence of Merger Sub shall cease and the Company Xxxxxx shall continue as the surviving corporation of Surviving Corporation in the Merger (and shall succeed to and assume all the “Surviving Corporation”)property, rights, privileges, powers and franchises of Merger Sub in accordance with the DGCL.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Andrew Corp), Agreement and Plan of Merger (Adc Telecommunications Inc), Agreement and Plan of Merger (Commscope Inc)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with the DGCL, at the Effective Time (as defined below), Merger Sub shall be merged with and into the CompanyCompany at the Effective Time. 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”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Cardinal Health Inc), Agreement and Plan of Merger (Viasys Healthcare Inc), Agreement and Plan of Merger (Cardinal Health Inc)
The Merger. Upon the terms and subject to the conditions of this Agreement Agreement, at the Effective Time and in accordance with the DGCL, at the Effective Time (as defined below), Merger Sub shall be merged with and into the Company, which shall be the surviving corporation in the Merger (the "SURVIVING CORPORATION"). As a result of At the MergerEffective Time, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation other effects of the Merger (shall be as set forth in Section 259 of the “Surviving Corporation”)DGCL.
Appears in 3 contracts
Samples: Stock Purchase Agreement and Plan of Merger (Ontario Teachers Pension Plan Board), Stock Purchase Agreement and Plan of Merger (Paragon Trade Brands Inc), Stock Purchase Agreement and Plan of Merger (Paragon Trade Brands Inc)
The Merger. Upon At the Effective Time (as defined in Section 1.3), upon the terms and subject to the conditions of set forth in this Agreement and in accordance with the applicable provisions of 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, whereupon the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation of company in the Merger (the “Surviving Corporation”)) and a wholly owned subsidiary of Parent.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (BMP Sunstone CORP), Agreement and Plan of Merger (Dow Chemical Co /De/), Agreement and Plan of Merger (Rohm & Haas Co)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with the DGCL, at the Effective Time (as defined below)PBCL, Merger Sub shall be merged with and into the CompanyCompany at the Effective Time. As a result of Following the MergerEffective Time, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “"Surviving Corporation”)") and shall succeed to and assume all the rights and obligations of Merger Sub in accordance with the PBCL.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Liberty Technologies Inc), Agreement and Plan of Merger (Crane Co /De/), Agreement and Plan of Merger (Liberty Technologies Inc)
The Merger. (a) Upon the terms and subject to the conditions of this Agreement and in accordance with the DGCLhereof, at the Effective Time (as defined below)Time, Merger Sub shall be merged with and into the Company. As a result of Company in accordance with the DGCL (the “Merger”), whereupon the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as be the surviving corporation of the Merger (the “Surviving Corporation”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Tornier N.V.), Agreement and Plan of Merger (Acacia Research Corp), Agreement and Plan of Merger (Polyone Corp)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement and in accordance with the DGCL, at the Effective Time (as defined below)Time, Merger Sub shall be merged with and into the Company. As a result of the Merger, and thereupon the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation of in the Merger (the “Surviving Corporation”)) and a wholly-owned Subsidiary of Parent.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Paramount Gold Nevada Corp.), Agreement and Plan of Merger (Coeur Mining, Inc.), Agreement and Plan of Merger (Paramount Gold & Silver Corp.)
The Merger. Upon the terms and subject to the conditions of this Agreement Agreement, and in accordance with the DGCL, at the Effective Time (as defined below)Time, Merger Sub shall be merged with and into the Company. As a result of the Merger, whereupon the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation of the Merger and an indirect wholly owned Subsidiary of Parent (the “Surviving Corporation”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Welbilt, Inc.), Agreement and Plan of Merger (Welbilt, Inc.), Agreement and Plan of Merger (Middleby Corp)
The Merger. Upon (a) At the terms Effective Time, Merger Sub will merge with and subject to into the conditions of this Agreement and Company (the “Merger”) 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, whereupon the separate corporate existence of Merger Sub shall cease will cease, and the Company shall continue as will be the surviving corporation as a wholly owned Subsidiary of the Merger Parent (the “Surviving Corporation”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (PGT Innovations, Inc.), Agreement and Plan of Merger (Masonite International Corp), Agreement and Plan of Merger (PGT Innovations, Inc.)
The Merger. Upon (a) On the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with the DGCL, at the Effective Time (as defined below), Merger Sub shall be merged with and into the CompanyCompany at the Effective Time. As a result of At the MergerEffective Time, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”). The Merger shall have the effects set forth in this Agreement and specified in the DGCL.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (HFF, Inc.), Agreement and Plan of Merger (Bats Global Markets, Inc.), Agreement and Plan of Merger (CBOE Holdings, Inc.)
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)Time, Merger Sub shall be merged will merge with and into the CompanyCompany (the “Merger”). As a result of the Merger, the separate corporate existence of Merger Sub shall cease will cease, and the Company shall will continue as the surviving corporation of the Merger (the “Surviving Corporation”)) as a wholly-owned Subsidiary of Parent.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Wyndham Hotels & Resorts, Inc.), Agreement and Plan of Merger (Wyndham Worldwide Corp), Agreement and Plan of Merger (La Quinta Holdings Inc.)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with the applicable provisions of the DGCL, at the Effective Time (as defined below), Merger Sub shall be merged with and into the Company. As At the Effective Time and 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 (Merger. The Company, in its capacity as the surviving corporation of the Merger, is sometimes referred to herein as the “Surviving Corporation.”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Valley Telephone Co., LLC), Agreement and Plan of Merger (Knology Inc), Agreement and Plan of Merger (American Commercial Lines Inc.)
The Merger. Upon Subject to the terms and subject to the conditions of this Agreement and in accordance with the DGCLAgreement, at the Effective Time (defined terms used herein not previously defined having the meanings as defined belowhereinafter defined), Merger Sub shall be merged with and into the Company. As a result of the MergerCompany in accordance with this Agreement, and the separate corporate existence of Merger Sub shall thereupon cease and (the "Merger"). The Company shall continue as be the surviving corporation of in the Merger (sometimes hereinafter referred to as the “"Surviving Corporation”"). The Merger shall have the effects specified in the DGCL.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Procter & Gamble Co), Agreement and Plan of Merger (Procter & Gamble Co), Agreement and Plan of Merger (Tambrands Inc)
The Merger. Upon At the Effective Time (as defined below), and 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 Following the Merger, the Company shall continue as the surviving corporation (the "Surviving Corporation") and as a wholly owned subsidiary of PHH, and the separate corporate existence of Merger Sub shall cease and in accordance with the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”)DGCL.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Cendant Corp), Agreement and Plan of Merger (Cendant Corp), Agreement (Avis Group Holdings Inc)
The Merger. Upon the terms and subject to the satisfaction or waiver of the conditions of set forth in this Agreement and in accordance with the DGCL, at the Effective Time (as defined below)Time, Merger Sub shall be merged with and into the CompanyXxx. As a result of Following the Merger, the separate corporate existence of Merger Sub shall cease cease, and the Company Xxx shall continue as the surviving corporation of the Merger and a wholly-owned subsidiary of Canadian LP (the “Surviving Corporation”).
Appears in 3 contracts
Samples: Limited Partnership Agreement (Telesat Partnership LP), Transaction Agreement and Plan of Merger (Telesat Canada), Transaction Agreement and Plan of Merger (Loral Space & Communications Inc.)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with the DGCL, at the Effective Time (as defined below), Merger Sub shall be merged with and into the CompanyCompany at the Effective Time (as defined in Section 1.3). As a result of Following the MergerEffective Time, the separate corporate existence of Merger Sub shall cease and the Company shall continue as be the surviving corporation of (sometimes referred to herein as the Merger (the “"Surviving Corporation”").
Appears in 3 contracts
Samples: Agreement and Plan of Merger (K N Energy Inc), Agreement and Plan of Merger (Morgan Associates Inc), Agreement and Plan of Merger (Kinder Richard D)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with the applicable provisions of the DGCL, at the Effective Time (as defined belowin Section 1.3), Merger Sub shall be merged with and into the Company. As a result of the Merger, whereupon the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation of company in the Merger (the “Surviving Corporation”)) and a wholly owned subsidiary of Parent.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (PeopleSupport, Inc.), Agreement and Plan of Merger (Francisco Partners II LP), Agreement and Plan of Merger (Quadramed Corp)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions of set forth in this Agreement Agreement, and in accordance with the DGCL, Merger Sub, at the Effective Time (as defined below)Time, 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”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Boeing Co), Agreement and Plan of Merger (Jamdat Mobile Inc), Agreement and Plan of Merger (Knova Software, Inc.)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with the DGCL, at the Effective Time Time, (as defined below), a) Merger Sub shall be merged with and into the Company. As a result of the Merger, Company and the separate corporate existence of Merger Sub shall cease and (b) the Company shall continue as the surviving corporation of in the Merger (the “Surviving Corporation”)) and shall succeed to and assume all the rights and obligations of Merger Sub in accordance with the DGCL.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Tiptree Financial Inc.), Agreement and Plan of Merger (Fortegra Financial Corp), Agreement and Plan of Merger (Nobel Learning Communities Inc)
The Merger. Upon At the Effective Time and 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 in the Merger (the “Surviving Corporation”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Majesco), Agreement and Plan of Merger (Majesco), Agreement and Plan of Merger (InsPro Technologies Corp)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with the DGCL, at the Effective Time (as defined below), Merger Sub shall be merged with and into Xxxxxxxx.xxx at the CompanyEffective Time (as defined in Section 1.3 hereof). As a result of Following the MergerEffective Time, the separate corporate existence of Merger Sub shall cease and the Company Xxxxxxxx.xxx shall continue as the surviving corporation of (the "Surviving Corporation") in the Merger (and shall succeed to and assume all the “Surviving Corporation”)rights, privileges, immunities, properties, powers and franchises of Merger Sub in accordance with the DGCL.
Appears in 3 contracts
Samples: Stock Option Agreement (Phone Com Inc), Stock Option Agreement (Phone Com Inc), Stock Option Agreement (Software Com Inc)
The Merger. Upon At the Effective Time and subject to and upon the terms and subject to the conditions of set forth in this Agreement and in accordance with the applicable provisions of 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 and a wholly-owned subsidiary of Parent. The Company, as the Merger (surviving corporation after the Merger, is hereinafter referred to as the “Surviving Corporation.”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (M/a-Com Technology Solutions Holdings, Inc.), Agreement and Plan of Merger (M/a-Com Technology Solutions Holdings, Inc.), Agreement and Plan of Merger (M/a-Com Technology Solutions Holdings, Inc.)
The Merger. Upon At the Effective Time, upon the terms and subject to satisfaction or valid waiver of the conditions of set forth in this Agreement 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 corporation surviving corporation of the Merger (the “Surviving Corporation”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Hecla Mining Co/De/), Agreement and Plan of Merger (Hecla Mining Co/De/), Agreement and Plan of Merger (Guitar Center Inc)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with the DGCL, at the Effective Time (as defined below), Merger Sub shall be merged with and into the CompanyCompany on the Closing Date. As a result of Following the Merger, the separate corporate existence of the Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “"Surviving Corporation”").
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Tremont Advisers Inc), Agreement and Plan of Merger 2 Agreement (Schulman Robert I), Agreement and Plan of Merger (Massachusetts Mutual Life Insurance Co)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement and in accordance with the DGCL, at the Effective Time (as defined below)Time, Merger Sub shall be merged with and into the Company. As a result of the Merger, and the separate corporate existence of Merger Sub shall cease and cease. Following the Effective Time, the Company shall will continue as the surviving corporation of in the Merger (the “Surviving Corporation”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Sesen Bio, Inc.), Agreement and Plan of Merger and Reorganization (Rexahn Pharmaceuticals, Inc.), Agreement and Plan of Merger and Reorganization (Rexahn Pharmaceuticals, Inc.)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement and in accordance with the DGCL, at the Effective Time (as defined below), in Section 1.03 herein) 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”").
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Hub International LTD), Agreement and Plan of Merger (Hub International LTD), Agreement and Plan of Merger (Kaye Group Inc)
The Merger. Upon the terms and subject to the conditions of this Agreement and in accordance with the DGCLFBCA, at the Effective Time (as defined below)Time, 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”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Abbott Laboratories), Agreement and Plan of Merger (Kos Pharmaceuticals Inc), Agreement and Plan of Merger (Jaharis Mary)
