The Merger. On the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL (including Section 251(h) of the DGCL), Merger Sub shall be merged with and into the Company at the Effective Time. At the Effective Time, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation (the “Surviving Corporation”).
Appears in 15 contracts
Samples: Agreement and Plan of Merger (Morphic Holding, Inc.), Agreement and Plan of Merger (TSR Inc), Agreement and Plan of Merger (Alpine Immune Sciences, Inc.)
The Merger. On Upon the terms and subject to the conditions set forth in this Agreement, Agreement and in accordance with the DGCL (including Section 251(h) applicable provisions of the DGCL), on the Closing Date, (a) Merger Sub shall will be merged with and into the Company at the Effective Time. At the Effective Time, Company; (b) the separate corporate existence of Merger Sub shall cease will thereupon cease; and (c) the Company shall will continue as the surviving corporation (of the Merger. The Company, as the surviving corporation of the Merger, is sometimes referred to herein as the “Surviving Corporation.”).
Appears in 15 contracts
Samples: Agreement and Plan of Merger (Rover Group, Inc.), Agreement and Plan of Merger (New Relic, Inc.), Agreement and Plan of Merger (STAMPS.COM Inc)
The Merger. On Upon the terms and subject to the conditions set forth in of this Agreement, Agreement and in accordance with the DGCL DGCL, at the Effective Time (including Section 251(h) of the DGCLas defined below), Merger Sub shall be merged with and into the Company at Company. As a result of the Effective Time. At the Effective TimeMerger, 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. On In accordance with Section 251(g) of the DGCL and subject to, and upon the terms and subject to the conditions set forth in of, this Agreement, and in accordance with the DGCL (including Section 251(h) of the DGCL), Merger Sub shall be merged with and into the Company at (the Effective Time. At the Effective Time“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 12 contracts
Samples: Agreement and Plan of Merger (NorthWestern Energy Group, Inc.), Agreement and Plan of Merger (Northwestern Corp), Agreement and Plan of Merger (Great Elm Group, Inc.)
The Merger. On the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL DGCL, at the Effective Time, (including Section 251(ha) of the DGCL), Merger Sub shall be merged will merge with and into the Company at the Effective Time. At the Effective TimeCompany, and (b) 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 in the Merger (sometimes referred to herein as the “Surviving Corporation”).
Appears in 11 contracts
Samples: Agreement and Plan of Merger (GigCapital2, Inc.), Agreement and Plan of Merger (TearLab Corp), Agreement and Plan of Merger (Upland Software, Inc.)
The Merger. On Upon the terms and subject to the conditions set forth in of this Agreement, and in accordance with the DGCL (including Section 251(h) of the DGCL), Merger Sub shall be merged with and into the Company at the Effective Time. At Following the Effective TimeMerger, the separate corporate existence of Merger Sub shall cease 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 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. On At the Effective Time, and on the terms and subject to the conditions set forth in of this Agreement, Agreement and in accordance with the DGCL (including Section 251(h) of the DGCL), Merger Sub the Company shall be merged with and into the Company at the Effective Time. At the Effective TimeMerger 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 (after the “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 (BSD Software Inc)
The Merger. On Upon the terms and subject to the conditions set forth in this Agreement, Agreement and in accordance with the DGCL (including Section 251(h) applicable provisions of the DGCL), at the Effective Time, Merger Sub shall be merged with and into the Company at the Effective Time. At the Effective TimeCompany, 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 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. On Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL (including Section 251(h) of the DGCL), Merger Sub shall be merged with and into the Company at Company. As a result of the Effective Time. At the Effective TimeMerger, 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. On Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL (including Section 251(h) of the DGCL), Merger Sub shall be merged with and into the Company at the Effective TimeTime of the Merger (as defined in Section 1.3). At Also at the Effective Time, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation (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 8 contracts
Samples: Agreement and Plan of Merger (Synergy CHC Corp.), Agreement and Plan of Merger (Synergy CHC Corp.), Agreement and Plan of Merger (Mount Knowledge Holdings, Inc.)
The Merger. On Upon the terms and subject to the conditions set forth in this Agreement, Agreement and in accordance with the DGCL (including Section 251(h) of the DGCL), at the Effective Time, Merger Sub shall be merged with and into the Company at the Effective Time. At the Effective TimeCompany, and the separate corporate existence of Merger Sub shall cease and the cease. The Company shall will continue as the surviving corporation (the “Surviving Corporation”). The Merger shall be effected under Section 251(h) of the DGCL as soon as practicable following the consummation of the Offer.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Deciphera Pharmaceuticals, Inc.), Agreement and Plan of Merger (Harmony Biosciences Holdings, Inc.), Agreement and Plan of Merger (Harmony Biosciences Holdings, Inc.)
The Merger. On Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL (including Section 251(h) of DGCL, at the DGCL)Effective Time, Merger Sub shall be merged with and into the Company at the Effective Time. At the Effective TimeCompany, and the separate corporate existence of Merger Sub shall cease thereupon cease, and the Company shall continue as be the surviving corporation 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. On (a) Upon the terms and subject to the conditions set forth in of this Agreement, and in accordance with at the DGCL Effective Time (including Section 251(h) of the DGCLas defined below), Merger Sub shall be merged with and into the Company at in accordance with the Effective Time. At the Effective TimeDGCL, whereupon the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as be the surviving corporation (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. On Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the provisions of the DGCL (including Section 251(h) of the DGCL), at the Effective Time, Merger Sub shall be merged with and into the Company at the Effective Time. At the Effective TimeCompany, 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 (after the 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. On Upon the terms and subject to the conditions set forth in this Agreement, Agreement and in accordance with the DGCL (including Section 251(h) of DGCL, at the DGCL)Effective Time, Merger Sub shall be merged with and into the Company at the Effective TimeCompany. At Following the Effective Time, the separate corporate existence of Merger Sub shall cease will cease, and the Company shall will continue as the surviving corporation 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 (BakerCorp International, Inc.), Agreement and Plan of Merger (United Rentals North America Inc)
The Merger. On Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL (including Section 251(h) of DGCL, at the DGCL)Effective Time, Merger Sub shall be merged merge with and into the Company at Company. As a result of the Effective Time. At the Effective TimeMerger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation (Surviving Corporation in 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. On Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL (including Section 251(h) provisions of the DGCL), at the Effective Time, Merger Sub shall be merged with and into the Company at the Effective Time. At the Effective TimeCompany, 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 (after the Merger, is hereinafter referred to as the “Surviving Corporation”).
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Verizon Communications Inc), Agreement and Plan of Merger (Frontier Communications Parent, Inc.), Agreement and Plan of Merger (Regal Rexnord Corp)
The Merger. On At the Effective Time (as defined in Section 1.2) and subject to and upon the terms and subject to conditions of this Agreement and the conditions set forth in this Agreement, and in accordance with the DGCL (including Section 251(h) applicable provisions of the DGCL), Merger Sub shall be merged with and into Company (the Company at the Effective Time. At the Effective Time"Merger"), the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation. Company as the surviving corporation (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 (Digital Insight Corp)
The Merger. On Upon the terms and subject to the conditions set forth in this Agreement, Agreement and in accordance with the DGCL (including Section 251(h) of the DGCL), Merger Sub shall be merged with and into the Company at the Effective Time. At Following the Effective Time, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation 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 (Engelhard Corp), Agreement and Plan of Merger (Iron Acquisition Corp)
The Merger. On Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL (including Section 251(h) of DGCL, the DGCL), Merger Sub shall be merged merge with and into the Company at the Effective TimeTime (as defined below). At the Effective Time, the separate corporate existence of the Merger Sub 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 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. On the terms and subject to the conditions set forth in this Agreement, Agreement and in accordance with the DGCL (including Section 251(h) of the DGCL), Merger Sub shall be merged with and into the Company at the Effective Time. At the Effective Time, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation (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. On At the terms and subject to the conditions set forth in this AgreementEffective Time, and in accordance with the DGCL (including Section 251(h) of this Agreement and the DGCL), Merger Sub shall be merged with and into the Company at the Effective Time. At the Effective TimeCompany, 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 (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. On Upon the terms and subject to the conditions set forth in of this Agreement, Agreement and in accordance with the DGCL (including Section 251(h) of DGCL, at the DGCL)Effective Time, Merger Sub shall will be merged with and into the Company at (the Effective Time. At the Effective Time“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 (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 PLC)
The Merger. On the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL (including Section 251(h) of DGCL, at the DGCL), Effective Time Merger Sub shall be merged will merge with and into the Company at Company. As a result of the Effective Time. At the Effective TimeMerger, 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 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. On In accordance with Section 251(g) of the DGCL and subject to and upon the terms and subject to the conditions set forth in of this Agreement, and in accordance with the DGCL (including Section 251(h) of the DGCL), Merger Sub shall shall, at the Effective Time, be merged with and into the Company at the Effective Time. At the Effective TimeCompany, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation. The Company as the surviving corporation (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. On Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL (including Section 251(h) of the DGCL), Merger Sub shall be merged with and into the Company at the Effective Time. At Following the Effective TimeMerger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation (the “Surviving Corporation”).
Appears in 5 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (SFBC International Inc), Agreement and Plan of Merger (Amf Bowling Worldwide Inc)
The Merger. On Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL (including Section 251(h) 251 of the DGCL), Merger Sub shall be merged with and into the Company at the Effective TimeTime (as defined below). At Following the Effective TimeMerger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation (the “"Surviving Corporation”)") in accordance with the DGCL.
Appears in 5 contracts
Samples: Ii Agreement and Plan of Merger (Cogent Communications Group Inc), Agreement and Plan of Merger (Cogent Communications Group Inc), Agreement and Plan of Merger (Cogent Communications Group Inc)
The Merger. On Upon the terms of this Agreement and subject to the conditions set forth in this Agreement, and in accordance with the DGCL DGCL, at the Effective Time (including as defined in Section 251(h) of the DGCL1.02), Merger Sub shall be merged with and into the Company at Company. As a result of the Effective Time. At the Effective TimeMerger, 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. On Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL (including Section 251(h) of DGCL, at the DGCL), Effective Time Merger Sub shall be merged with and into the Company at the Effective Time. At the Effective TimeCompany, and the separate corporate existence of Merger Sub shall cease thereupon cease, and the Company shall continue as be the surviving corporation 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. On Upon the terms and subject to the conditions set forth in of this Agreement, and in accordance with the DGCL DGCL, at the Effective Time (including Section 251(h) of the DGCLas defined below), Merger Sub shall be merged with and into the Company at Company. As a result of the Effective Time. At the Effective TimeMerger, 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. On the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL (including Section 251(h) of the DGCL), Merger Sub shall be merged with and into the Company at the Effective Time. At the Effective Time, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation (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. (i) On the terms and subject to the conditions set forth in this Agreement, Agreement and in accordance with the DGCL (including Section 251(h) of DGCL, on the DGCL)Closing Date, Merger Sub shall be merged merge with and into the Company (the “Merger”) at the Effective Time. At Following the Effective 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. On In accordance with Section 251(g) of the DGCL and subject to, and upon the terms and subject to the conditions set forth in of, this Agreement, and in accordance with the DGCL (including Section 251(h) of the DGCL), Merger Sub shall be merged with and into the Company at the Effective Time. At the Effective TimeCompany, 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. On Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with at the DGCL (including Section 251(h) of the DGCL)Effective Time, Merger Sub shall be merged with and into the Company at the Effective Time. At the Effective Time, and the separate corporate existence of Merger Sub shall cease and the thereupon cease. The Company shall continue as be the surviving corporation 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 (Unionbancal Corp), Agreement and Plan of Merger (Bank of Tokyo - Mitsubishi Ufj, LTD), Agreement and Plan of Merger (Genlyte Group Inc)
The Merger. On Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL (including Section 251(h) relevant provisions of the DGCL), Merger Sub Subsidiary shall be merged with and into the Company (the "Merger") at the Effective TimeTime (hereinafter defined). At Following the Effective TimeMerger, the separate corporate existence of Merger Sub Subsidiary 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 Merger Subsidiary in accordance with the DGCL.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Gaylord Container Corp /De/), Agreement and Plan of Merger (Gaylord Container Corp /De/), Agreement and Plan of Merger (Temple Inland Inc)
The Merger. On Upon the terms and subject to the conditions set forth in this Agreement, Agreement and in accordance with the DGCL (including Section 251(h) applicable provisions of the DGCL), on the Closing Date, Merger Sub shall be merged with and into the Company at the Effective Time. At the Effective TimeCompany, 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 referred to herein as the “Surviving Corporation.”).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Actividentity Corp), Agreement and Plan of Merger (Vista Equity Partners Fund III LP), Agreement and Plan of Merger (Sumtotal Systems Inc)
The Merger. On Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with at the DGCL (including Section 251(h) of the DGCL)Effective Time, Merger Sub shall be merged with and into the Company at the Effective Time. At the Effective Time, and the separate corporate existence of Merger Sub shall cease and the thereupon cease. The Company shall continue as be the surviving corporation 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 (Orchard Enterprises, Inc.), Agreement and Plan of Merger (Dimensional Associates, LLC), Agreement and Plan of Merger (Alfa Mutual Insurance Co)
The Merger. On Upon the terms and subject to the conditions set forth in this Agreementhereof, and in accordance with the DGCL (including Section 251(h) of the DGCL), Merger Sub shall be merged with and into the Company at the Effective Time. At As a result of the Effective TimeMerger, 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. On Upon the terms and subject to the conditions set forth in this Agreement, Agreement and in accordance with the DGCL (including Section 251(h) applicable provisions of the DGCL), at the Effective Time, Merger Sub shall be merged with and into the Company at the Effective Time. At the Effective TimeCompany, the separate corporate existence of Merger Sub shall thereupon cease and the Company shall continue as the surviving corporation (of the Merger. The Merger shall be effected pursuant to Section 251(h) of the DGCL as soon as practicable following the Acceptance Time. 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 (Johnson & Johnson), Agreement and Plan of Merger (Abiomed Inc), Agreement and Plan of Merger (Johnson & Johnson)
The Merger. On At the Effective Time and subject to and upon the terms and subject to the conditions set forth in of this Agreement, Agreement and in accordance with the DGCL (including Section 251(h) of the DGCL), Merger Sub shall be merged with and into the Company at the Effective Time. At the Effective TimeCompany, 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 (after the Merger, is hereinafter sometimes referred to as the “Surviving Corporation.”).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Inforte Corp), Agreement and Plan of Merger (FCStone Group, Inc.), Agreement and Plan of Merger (Westaff Inc)
The Merger. On Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL (including Section 251(h) of the DGCL), Merger Sub shall be merged with and into the Company at the Effective Time. At Following the Effective Time, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation (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 (Autonomy Corp PLC), Agreement and Plan of Merger (Virage Inc), Agreement and Plan of Merger (Sentigen Holding Corp)
The Merger. On Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with at the DGCL (including Section 251(h) of the DGCL)Effective Time, Merger Sub shall be merged with and into the Company at the Effective Time. At the Effective Time, and the separate corporate existence of Merger Sub shall cease and the thereupon cease. The Company shall continue as be the surviving corporation 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. On In accordance with Section 251(g) of the DGCL and subject to and upon the terms and subject to the conditions set forth in of this Agreement, and in accordance with the DGCL (including Section 251(h) of the DGCL), Merger Sub shall shall, at the Effective Time, be merged with and into the Company at the Effective Time. At the Effective TimeCompany, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation (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. On At the terms and subject to the conditions set forth in this AgreementEffective Time, and in accordance with the DGCL (including Section 251(h) of this Agreement and the DGCL), Merger Sub shall be merged with and into the Company at the Effective Time. At the Effective TimeCompany, 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 (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 (Pfizer Inc), Agreement and Plan of Merger (Gvi Security Solutions Inc)
The Merger. On the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL DGCL, at the Effective Time, (including Section 251(ha) of the DGCL), Merger Sub shall be merged will merge with and into the Company at (the Effective Time. At the Effective Time“Merger”), and (b) 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 in the Merger (sometimes referred to herein as the “Surviving Corporation”).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Sajan Inc), Agreement and Plan of Merger and Reorganization (Romulus Corp.), Agreement and Plan of Merger (On-Air Impact, Inc.)
The Merger. On Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with at the DGCL (including Section 251(h) of the DGCL)Effective Time, Merger Sub shall be merged with and into the Company at the Effective Time. At the Effective Time, and the separate corporate existence of Merger Sub shall cease and the thereupon cease. The Company shall continue as be the surviving corporation 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. On Upon the terms and subject to the conditions set forth in this Agreement, Agreement and in accordance with the DGCL (including Section 251(h) of the DGCL), Merger Sub shall be merged with and into the Company at the Effective Time. At Following the Effective Time, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation 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. On Upon the terms and subject to the conditions set forth in this Agreement, Agreement and in accordance with the DGCL (including Section 251(h) applicable provisions of the DGCL), at the Effective Time, Merger Sub shall be merged with and into the Company at (the Effective Time. At the Effective Time“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 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 (Hewlett Packard Co)
The Merger. On the terms and subject to the conditions set forth in this Agreement, and in accordance with at the DGCL (including Section 251(h) of the DGCL)Effective Time, Merger Sub shall be merged with and into the Company at the Effective Time. At the Effective Time, and the separate corporate existence of Merger Sub shall cease and the thereupon cease. The Company shall continue as be the surviving corporation 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. On Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL (including Section 251(h) of the DGCL), Merger Sub shall be merged with and into the Company at the Effective TimeTime (as defined in Section 1.3). At Following the Effective Time, the separate corporate existence of Merger Sub shall cease and the Company shall continue as be the surviving corporation (sometimes referred to herein as the “"Surviving Corporation”").
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Morgan Associates Inc), Agreement and Plan of Merger (Kinder Richard D), Agreement and Plan of Merger (K N Energy Inc)
The Merger. On Upon the terms and subject to the conditions set forth in this Agreement, Agreement and in accordance with the DGCL (including Section 251(h) of the DGCL), Merger Sub shall be merged with and into the Company at the Effective Time. At Following the Effective TimeMerger, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation (the “Surviving Corporation”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (NextWave Wireless Inc.), Agreement and Plan of Merger (At&t Inc.), Agreement and Plan of Merger (Centennial Communications Corp /De)
The Merger. On the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL DGCL, at the Effective Time, (including Section 251(ha) of the DGCL), Merger Sub shall be merged will merge with and into the Company at the Effective Time. At the Effective TimeCompany, and (b) the separate corporate existence of Merger Sub shall will cease and the Company shall will continue its corporate existence as the surviving corporation in the Merger (sometimes referred to herein as the “Surviving Corporation”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (MassRoots, Inc.), Agreement and Plan of Merger (MassRoots, Inc.), Agreement and Plan of Merger (MassRoots, Inc.)
The Merger. (a) On the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL (including Section 251(h) of the DGCL), Merger Sub shall be merged with and into the Company at the Effective Time. At the Effective Time, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation (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 (CBOE Holdings, Inc.), Agreement and Plan of Merger (Bats Global Markets, Inc.)
The Merger. On Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL (including Section 251(h) of DGCL, at the DGCL)Effective Time, Merger Sub shall be merged with and into the Company at the Effective Time. At the Effective Time, and the separate corporate existence of Merger Sub shall cease and the thereupon cease. The Company shall continue as be the surviving corporation in the Merger (sometimes hereinafter referred to as the “Surviving Corporation”), 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 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 (AgroFresh Solutions, Inc.), Agreement and Plan of Merger (CD&R Associates VIII, Ltd.), Agreement and Plan of Merger (Cornerstone Building Brands, Inc.)
The Merger. On Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL (including Section 251(h) of the DGCL), Merger Sub shall be merged with and into the Company at the Effective Time. At the Effective Time, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation (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. On the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL (including Section 251(h) of DGCL, at the DGCL), Effective Time Merger Sub shall be merged will merge with and into the Company at Target. As a result of the Effective Time. At the Effective TimeMerger, 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 in the Merger (sometimes referred to herein as the “Surviving Corporation”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Clearlake Capital Partners Ii Lp), Agreement and Plan of Merger (Veramark Technologies Inc), Agreement and Plan of Merger (Veramark Technologies Inc)
The Merger. On Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL at the Effective Time (including Section 251(h) of the DGCLas defined herein), Merger Sub shall be merged with and into the Company at the Effective Time. At the Effective TimeCompany, whereupon the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation (the “Surviving Corporation”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Three Cities Fund Ii Lp), Agreement and Plan of Merger (Three Cities Fund Ii Lp), Agreement and Plan of Merger (Three Cities Fund Ii Lp)
The Merger. On In accordance with Section 251(g) of the DGCL and subject to, and upon the terms and subject to the conditions set forth in of, this Agreement, and in accordance with the DGCL (including Section 251(h) of the DGCL), Merger Sub shall shall, at the Effective Date, be merged with and into the Company at the Effective Time. At the Effective TimeCompany, 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 Information Systems Inc), Agreement and Plan of Merger (Activision Inc /Ny), Agreement and Plan of Merger (Ipc Communications Inc /De/)
The Merger. On Subject to the terms and subject to the conditions set forth in of this Agreement, Agreement and in accordance compliance with the DGCL (including Section 251(h) of the DGCL), Merger Sub shall be merged with and into the Company at the Effective Time. At the Effective TimeCompany, 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 (surviving the “Merger after the Effective Time is sometimes referred to as the "Surviving Corporation”)" and (ii) the Company and Merger Sub are collectively referred to as the "Constituent Corporations".
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Millennium Pharmaceuticals Inc), Agreement and Plan of Merger (Millennium Pharmaceuticals Inc), Agreement and Plan of Merger (Sciele Pharma, Inc.)
The Merger. On Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL DGCL, at the Effective Time (including as defined in Section 251(h) of the DGCL1.02), Merger Sub shall be merged with and into the Company at Company. As a result of the Effective Time. At the Effective TimeMerger, 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 And (Chippac Inc), Agreement and Plan of Merger And (Chippac Inc), Agreement and Plan of Merger (Temasek Holdings LTD)
The Merger. On Upon the terms and subject to the conditions set forth in of this Agreement, Agreement and in accordance with the DGCL (including Section 251(h) of DGCL, at the DGCL), Effective Time Merger Sub shall be merged with and into the Company at Company. As a result of the Effective Time. At the Effective TimeMerger, 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. On Upon the terms and subject to the conditions set forth in of this Agreement, and in accordance with the DGCL (including Section 251(h) of and the DGCL)DLLC Act, at the Effective Time, the Merger Sub shall be merged with and into the Company at the Effective TimeCompany. At the Effective TimeTime 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 (Surviving Corporation following the “Merger. The existence of the Company shall continue unaffected and unimpaired by the Merger and, as the Surviving Corporation”), it shall be governed by the Laws of the State of Delaware.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Micro Investment LLC), Agreement and Plan of Merger (Ev3 Inc.), Agreement and Plan of Merger (Micro Therapeutics Inc)
The Merger. On Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL (including Section 251(h) of the DGCL), Merger Sub shall be merged merge with and into the Company at the Effective Time. At From and after the Effective Time, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation (the “Surviving Corporation”). The Merger shall have the effects set forth in Section 259 of the DGCL.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Alkermes Plc.), Agreement and Plan of Merger (Amag Pharmaceuticals Inc.)
The Merger. On Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL (including Section 251(h) of the DGCL), Merger Sub shall be merged with and into the Company at the Effective Time. At the Effective Time, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation (hereinafter sometimes referred to as the “"Surviving Corporation”Company").
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Axys Pharmaceuticals Inc), Agreement and Plan of Merger (Applera Corp), Agreement and Plan of Merger (Axys Pharmaceuticals Inc)
The Merger. On Upon the terms and subject to the conditions set forth in of this Agreement, and in accordance with the DGCL DGCL, at the Effective Time (including Section 251(h) of the DGCLas hereinafter defined), Merger Sub shall be merged with and into the Company at Company. As a result of the Effective Time. At the Effective TimeMerger, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation company following the Merger (the “Surviving CorporationCompany”). The corporate existence of the Company, with all its purposes, rights, privileges, franchises, powers and objects, shall continue unaffected and unimpaired by the Merger.
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (Harvest Health & Recreation Inc.), Agreement and Plan of Merger and Reorganization, Agreement and Plan of Merger and Reorganization
The Merger. On Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL (including Section 251(h) of the DGCL)CGCL, Merger Sub shall be merged with and into the Company at the Effective TimeTime (as defined below). At Following the Effective TimeMerger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation (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 (Constellation Brands, Inc.), Agreement and Plan of Merger (Huneeus Vintners LLC)
The Merger. On (a) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with at the DGCL (including Section 251(h) of the DGCL)Effective Time, Merger Sub shall be merged with and into the Company at in accordance with the Effective Time. At the Effective Time, DGCL and the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation (the “Surviving Corporation”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Promotions Com Inc), Agreement and Plan of Merger (Ivillage Inc), Agreement and Plan of Merger (Ivillage Inc)
The Merger. On Upon the terms and subject to the conditions set forth in this Agreement, Agreement and in accordance with the DGCL (including Section 251(h) applicable provisions of the DGCL), at the Effective Time, Merger Sub shall be merged with and into the Company at the Effective Time. At the Effective TimeCompany, the separate corporate existence of Merger Sub shall thereupon cease and the Company shall continue as the surviving corporation (of the Merger. The Merger shall be effected pursuant to Section 251(h) of the DGCL and shall be effected as soon as practicable following the Acceptance Time. The Company, 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, Agreement and Plan of Merger (Horizon Pharma PLC), Agreement and Plan of Merger (Raptor Pharmaceutical Corp)
The Merger. On Upon the terms and subject to the conditions set forth in this Agreement, Agreement and in accordance with the DGCL DGCL, at the Effective Time (including as defined in Section 251(h1.03 herein) of the DGCL), Merger Sub shall be merged with and into the Company at Company. As a result of the Effective Time. At the Effective TimeMerger, 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. On Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL (including Section 251(h) of the DGCL), Merger Sub shall be merged with and into the Company at the Effective Time. At As a result of the Effective TimeMerger, 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 (Cardinal Health Inc), Agreement and Plan of Merger (Viasys Healthcare Inc)
The Merger. On Upon the terms and subject to the conditions set forth in of this Agreement, at the Effective Time and in accordance with the DGCL (including Section 251(h) of the DGCL), Merger Sub shall be merged with and into the Company at Company, which shall be the Effective Timesurviving corporation in the Merger (the "SURVIVING CORPORATION"). At the Effective Time, the separate corporate existence of Merger Sub shall cease and the Company other effects of the Merger shall continue be as set forth in Section 259 of the surviving corporation (the “Surviving Corporation”)DGCL.
Appears in 3 contracts
Samples: Stock Purchase Agreement and Plan of Merger (Paragon Trade Brands Inc), Stock Purchase Agreement and Plan of Merger (Ontario Teachers Pension Plan Board), Stock Purchase Agreement and Plan of Merger (Paragon Trade Brands Inc)
The Merger. On At the Effective Time (as defined below), and upon the terms and subject to the conditions set forth in of this Agreement, Agreement and in accordance with the DGCL (including Section 251(h) of the DGCL), Merger Sub shall be merged with and into the Company at Company. Following the Effective Time. At the Effective TimeMerger, the separate corporate existence of Merger Sub shall cease and 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 in accordance with the DGCL.
Appears in 3 contracts
Samples: Agreement (Avis Group Holdings Inc), Agreement and Plan of Merger (Cendant Corp), Agreement and Plan of Merger (Cendant Corp)
The Merger. On Upon the terms and subject to the conditions set forth in this Agreement, Agreement and in accordance with the DGCL (including Section 251(h) of the DGCL), Merger at the Effective Time, Acquisition Sub shall be merged with and into the Company at the Effective Time. At the Effective TimeCompany, and the separate corporate existence of Merger Acquisition Sub shall cease and the cease. The Company shall will continue as the surviving corporation (the “Surviving Corporation”). The Merger shall be governed by Section 251(h) of DGCL and shall be effected as soon as practicable following consummation of the Offer.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Franklin UK Bidco LTD), Agreement and Plan of Merger (Planet Payment Inc)
The Merger. On (a) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL (including Section 251(h) of DGCL, at the DGCL)Effective Time, Merger Sub shall be merged with and into the Company at the Effective Time. At the Effective TimeCompany, 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 (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. On Upon the terms and subject to the conditions set forth in this Agreement, Agreement and in accordance with the DGCL (including Section 251(h) of DGCL, at the DGCL)Effective Time, Merger Sub shall be merged with and into the Company at Company, and the Effective Timeseparate existence of Merger Sub shall cease. At Following the Effective Time, the separate corporate existence of Merger Sub shall cease and the Company shall will continue as the surviving corporation 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. On Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL (including Section 251(h) of DGCL, at the DGCL)Effective Time, Merger Sub shall be merged with and into the Company at the Effective Time. At the Effective TimeCompany, and the separate corporate existence of Merger Sub shall cease and the thereupon cease. The Company shall continue as be the surviving corporation 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 (Plethico Pharmaceuticals Ltd.), Agreement and Plan of Merger (Natrol Inc)
The Merger. On Upon the terms and subject to the conditions set forth in of this Agreement, Agreement and in accordance with the DGCL (including Section 251(h) of DGCL, at the DGCL)Effective Time, Merger Sub shall be merged with and into the Company at Company. As a result of the Effective Time. At the Effective TimeMerger, 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: Ims Health Incorporated (Ims Health Inc), Agreement and Plan of Merger (Merge Healthcare Inc), Agreement and Plan of Merger (Etrials Worldwide Inc.)
The Merger. On Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL DGCL, at the Effective Time, (including Section 251(ha) of the DGCL), Merger Sub shall be merged with and into the Company at the Effective Time. At the Effective Time, and the separate corporate existence of Merger Sub shall cease and (b) the Company shall continue as the surviving corporation 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. On At the Effective Time and subject to and upon the terms and subject to conditions of this Agreement and the conditions set forth in this Agreement, and in accordance with the DGCL (including Section 251(h) applicable provisions of the DGCL), Merger Sub shall be merged with and into the Company at the Effective Time. At the Effective TimeCompany, 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 NewCo. The surviving corporation after the Merger is sometimes referred to hereinafter as the “Surviving Corporation.”).
Appears in 3 contracts
Samples: Acquisition Agreement (Surf Air Mobility Inc.), Acquisition Agreement (Surf Air Mobility Inc.), Acquisition Agreement (Surf Air Mobility Inc.)
The Merger. On Upon the terms and subject to the conditions set forth in this Agreement, Agreement and in accordance with the DGCL (including Section 251(h) of DGCL, at the DGCL)Effective Time, Merger Sub shall be merged with and into the Company at Company. Following the Effective Time. At the Effective TimeMerger, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation in the Merger (the “Surviving Corporation”)) and a wholly-owned subsidiary of Parent.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Imago BioSciences, Inc.), Agreement and Plan of Merger (Zyla Life Sciences), Agreement and Plan of Merger (Intersections Inc)
The Merger. On Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL (including Section 251(h) of CGCL, on the DGCL)Closing Date, Merger Sub shall be merged with and into the Company at the Effective TimeTime (the “Merger”). At Following the Effective TimeMerger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation (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 (Walt Disney Co/), Agreement and Plan of Merger (Pixar \Ca\)
The Merger. On At the Effective Time and upon the terms and subject to the conditions set forth in of this Agreement, Agreement and in accordance with the DGCL (including Section 251(h) of the DGCL), Merger Sub shall be merged with and into the Company at the Effective Time. At the Effective TimeCompany, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation 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. On In accordance with Section 251(g) of the DGCL and subject to and upon the terms and subject to the conditions set forth in of this Agreement, and in accordance with Mergeco shall, at the DGCL (including Section 251(h) of the DGCL)Effective Time, Merger Sub shall be merged with and into the Company at the Effective Time. At the Effective TimeCompany, the separate corporate existence of Merger Sub Mergeco shall cease and the Company shall continue as the surviving corporation. The Company as the surviving corporation (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 3 contracts
Samples: Agreement and Plan of Reorganization (Halliburton Co), Agreement and Plan of Reorganization (Big Flower Holdings Inc), Agreement and Plan of Merger (Lamar Media Corp/De)
The Merger. On Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL (including Section 251(h) of the DGCL), Merger Sub shall be merged with and into the Company at the Effective Time. At Following the Effective Time, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation company in the Merger (the “Surviving CorporationCompany”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (KSW Inc), Assumption Agreement (Bristol Myers Squibb Co), Agreement and Plan of Merger (Amylin Pharmaceuticals Inc)
The Merger. On Upon the terms and subject to the conditions set forth in this Agreementherein, and in accordance with the DGCL (including Section 251(h) of the DGCL), Merger Sub shall be merged with and into the Company at the Effective Time. At Following the Effective Time, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation 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. On Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL (including Section 251(h) of the DGCL), Merger Sub shall be merged with and into the Company Xxxxxxxx.xxx at the Effective TimeTime (as defined in Section 1.3 hereof). At Following the Effective Time, the separate corporate existence of Merger Sub shall cease and the Company Xxxxxxxx.xxx shall continue as the surviving corporation (the “"Surviving Corporation”)") in the Merger and shall succeed to and assume all the rights, privileges, immunities, properties, powers and franchises of Merger Sub in accordance with the DGCL.
Appears in 3 contracts
Samples: Stock Option Agreement (Software Com Inc), Stock Option Agreement (Phone Com Inc), Stock Option Agreement (Phone Com Inc)
The Merger. On Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with at the DGCL (including Section 251(h) of the DGCL)Effective Time, Merger Sub shall be merged with and into the Company in accordance with the DGCL. By virtue of the Merger, at the Effective Time. At the Effective Time, (a) the separate corporate existence of Merger Sub shall cease and (b) the Company shall continue as the surviving corporation in the Merger (the “Surviving Corporation”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Mikros Systems Corp), Agreement and Plan of Merger (TransDigm Group INC), Agreement and Plan of Merger (Esterline Technologies Corp)
The Merger. On Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL DGCL, at the Effective Time (including Section 251(has defined below) of the DGCL), Merger Sub shall be merged with and into the Company at the Effective Time. At the Effective TimeCompany, and the separate corporate existence of Merger Sub shall cease thereupon cease, and the Company shall continue as be the surviving corporation in the Merger (the “Surviving Corporation”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (12th Street Financial, LLC), Agreement and Plan of Merger (Harborview Master Fund Lp), Agreement and Plan of Merger (Hepalife Technologies Inc)
The Merger. On Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL (including Section 251(h) 251 of the DGCL), Merger Sub shall be merged with and into the Company at the Effective TimeTime (as defined below). At Following the Effective TimeMerger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation (the “Surviving Corporation”)) in accordance with the DGCL.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Cogent Communications Group Inc), Agreement and Plan of Merger (Cogent Communications Group Inc), Agreement and Plan of Merger (Cogent Communications Group Inc)
The Merger. On Upon the terms of and subject to the conditions set forth in this Agreement, and in accordance with the DGCL DGCL, at the Effective Time (including as defined in Section 251(h) of the DGCL1.3), Merger Sub shall be merged with and into the Company at the Effective Time. At the Effective TimeXxxxxx, the separate corporate existence of Merger Sub shall cease and the Company Xxxxxx shall continue as the surviving corporation (Surviving Corporation in the “Surviving Corporation”)Merger and shall succeed to and assume all the property, rights, privileges, powers and franchises of Merger Sub in accordance with the DGCL.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Adc Telecommunications Inc), Agreement and Plan of Merger (Andrew Corp), Agreement and Plan of Merger (Commscope Inc)
The Merger. On Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL (including Section 251(h) of and the DGCL)ARS, at the Effective Time, Merger Sub shall be merged with and into the Company at the Effective TimeCompany. At the Effective Time, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as be the surviving corporation company in the Merger (the “Surviving CorporationCompany”)) and shall continue its limited liability company existence under the laws of the State of Delaware and shall succeed to and assume all of the rights and obligations of the Company and Merger Sub in accordance with the DGCL.
Appears in 3 contracts
Samples: Amended and Restated Agreement and Plan of Merger (TILT Holdings Inc.), Amended and Restated Agreement and Plan of Merger (TILT Holdings Inc.), Agreement and Plan of Merger
The Merger. On Upon the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL (including Section 251(h) of the DGCL), Merger Sub shall be merged with and into the Company at the Effective Time. At Following the Effective Time, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the corporation surviving corporation the Merger (the “Surviving Corporation”), until the Second Merger becomes effective.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Allergan Inc), Agreement and Plan of Merger (Inamed Corp), Agreement and Plan of Merger (Allergan Inc)
The Merger. On At the Effective Time, and subject to and upon the terms and subject to conditions of this Agreement and the conditions set forth in this Agreement, and in accordance with the DGCL (including Section 251(h) applicable provisions of the DGCL), Merger Sub shall be merged with and into the Company at the Effective Time. At the Effective TimeCompany, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation (of the Merger. The Company as the surviving corporation after the Merger is hereinafter sometimes referred to as the “Surviving Corporation.”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Inovalon Holdings, Inc.), Agreement and Plan of Merger (Emc Corp), Agreement and Plan of Merger (Vmware, Inc.)
The Merger. On Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL DGCL, at the Effective Time (including as defined in Section 251(h) of the DGCL1.02), Merger Sub shall be merged with and into the Company at Company. Following the Effective Time. At the Effective TimeMerger, 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 (BNMC Acquisition Co), Agreement and Plan of Merger (Buckley Evan R), Agreement and Plan of Merger (BNC Mortgage Inc)
The Merger. On Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with DGCL, the DGCL (including Section 251(h) of the DGCL), Merger Sub shall be merged with and into the Company at on the Effective TimeClosing Date. At Following the Effective TimeMerger, the separate corporate existence of the Merger Sub shall cease and the Company shall continue as the surviving corporation (the “"Surviving Corporation”").
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Massachusetts Mutual Life Insurance Co), Agreement and Plan of Merger (Tremont Advisers Inc), Agreement and Plan of Merger 2 Agreement (Schulman Robert I)
The Merger. On Subject to the terms and subject to the conditions set forth in of this Agreement, Agreement and in accordance with the DGCL DGCL, at the Effective Time (including as defined in Section 251(h) of the DGCL1.2), Merger Sub shall be merged merge with and into the Company at the Effective Time. At the Effective TimeCompany, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation (in the “Merger. The Company, in its capacity as the corporation surviving the Merger, is hereinafter sometimes referred to as the "Surviving Corporation”)."
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Visx Inc), Agreement and Plan of Merger (Advanced Medical Optics Inc)
The Merger. On 2.1 Merger of Merger Sub into the Company. Upon the terms and subject to the conditions 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 in Section 2.3), Merger Sub shall be merged with and into the Company at the Effective Time. At the Effective TimeCompany, and the separate corporate existence of Merger Sub shall cease and the cease. The Company shall will continue as the surviving corporation in the Merger (sometimes referred to herein as the “Surviving Corporation”"SURVIVING CORPORATION").
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Genomica Corp /De/), Agreement and Plan of Merger and Reorganization (Exelixis Inc)
The Merger. On Subject to the terms and subject to the conditions set forth in of this Agreement, and in accordance with at the DGCL (including Section 251(h) of the DGCL)Effective Time, Merger Sub shall be merged with and into the Company at in accordance with this Agreement and the Effective Time. At applicable provisions of the Effective TimeDGCL, and the separate corporate existence of Merger Sub shall thereupon cease and (the "Merger"). The Company shall continue as be the surviving corporation in the Merger (sometimes hereinafter referred to as the “"Surviving Corporation”").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Uproar Inc), Iii 5 Agreement and Plan of Merger (Telelogic Ab)
The Merger. On In accordance with Section 251(g) of the DGCL and subject to and upon the terms and subject to the conditions set forth in of this Agreement, and in accordance with the DGCL (including Section 251(h) of Company shall, at the DGCL)Effective Time, Merger Sub shall be merged with and into the Company at the Effective Time. At the Effective TimeMerger Sub, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation (the “Surviving Corporation”)) and a wholly-owned subsidiary of NewCo.
Appears in 2 contracts
Samples: Transaction Agreement, Stock Restriction Agreement (CytoDyn Inc.)
The Merger. On the terms and subject to the satisfaction or, if permitted, waiver of the conditions set forth in this Agreementherein, and in accordance with the DGCL (including Section 251(h) of the DGCL), Merger Sub shall will be merged with and into the Company at the Effective Time. At the Effective Time, and the separate corporate existence of Merger Sub shall cease and will thereupon cease. Following the Effective Time, the Company shall continue as will be the surviving corporation company (the “Surviving CorporationCompany”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Microchip Technology Inc), Agreement and Plan of Merger (Atmel Corp)
