The Merger. 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), at the Effective Time, (a) Merger Sub shall be merged with and into the Company, (b) the separate corporate existence of Merger Sub shall cease and the Company shall continue its corporate existence under the DGCL as the Surviving Corporation and (c) the Surviving Corporation shall become a wholly owned Subsidiary of Parent.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (RiverRoad Capital Partners, LLC), Agreement and Plan of Merger (Steinberg Michael), Agreement and Plan of Merger (GreenLight Biosciences Holdings, PBC)
The Merger. 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), at the Effective Time, (a) Merger Sub shall be merged with and into the Company, (b) whereupon the separate corporate existence of Merger Sub shall will cease and the Company shall continue its corporate existence under the DGCL as the surviving corporation (the “Surviving Corporation and (c) Corporation”). As a result of the Merger, the Surviving Corporation shall become a wholly owned Subsidiary of Parent. The Merger shall have the effects provided in this Agreement and as specified in the DGCL.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Sinclair Broadcast Group Inc), Agreement and Plan of Merger, Agreement and Plan of Merger
The Merger. 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, (a) Merger Sub shall be merged with and into the Company, (b) and the separate corporate existence of Merger Sub shall cease and cease. The Company will continue as the Company Surviving Corporation. The Merger shall continue its corporate existence be effected under Section 251(h) of the DGCL as soon as practicable following the Surviving Corporation and (c) consummation of the Surviving Corporation shall become a wholly owned Subsidiary of ParentOffer.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Concert Pharmaceuticals, Inc.), Agreement and Plan of Merger (Harmony Biosciences Holdings, Inc.), Agreement and Plan of Merger (Amag Pharmaceuticals, Inc.)
The Merger. 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 DGCLthereof), at the Effective Time, (a) Merger Sub shall be merged with and into the Company, (b) the separate corporate existence of Merger Sub shall cease and the Company shall continue its corporate existence under the DGCL as the surviving corporation in the Merger (the “Surviving Corporation Corporation”) and (c) the Surviving Corporation shall become a wholly owned Subsidiary of Parent.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Mitel Networks Corp), Agreement and Plan of Merger (Dover Motorsports Inc), Agreement and Plan of Merger (Air Methods Corp)
The Merger. Upon 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), at the Effective Time, : (a) Merger Sub shall be merged will merge with and into the Company, Company (the “Merger”); (b) the separate corporate existence of Merger Sub shall cease will cease; and (c) the Company shall will continue its corporate existence under the DGCL as the Surviving Corporation surviving corporation in the Merger and (c) the Surviving Corporation shall become a wholly wholly-owned Subsidiary of ParentParent (sometimes referred to herein as the “Surviving Corporation”).
Appears in 6 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Apex Global Brands Inc.), Agreement and Plan of Merger (Houston Wire & Cable CO)
The Merger. Upon (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), at the Effective Time, (ai) Merger Sub shall will be merged with and into the Company, (bii) the separate corporate existence of Merger Sub shall cease will cease, and (iii) the Company shall will continue its corporate existence under the DGCL Delaware law as the surviving corporation in the Merger (the “Surviving Corporation Corporation”) and (c) the Surviving Corporation shall become a wholly direct wholly-owned Subsidiary subsidiary of Parent. The Merger will have the effects set forth in this Agreement and the applicable provisions of the DGCL.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (AMICAS, Inc.), Agreement and Plan of Merger (Emageon Inc), Agreement and Plan of Merger (Emageon Inc)
The Merger. (a) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL (including Section 251(hi) of the DGCL), at the Effective TimeTime (as defined below), (a) Merger Sub Subsidiary shall be merged with and into the CompanyCompany in accordance with the requirements of the DGCL, (b) whereupon the separate corporate existence of Merger Sub Subsidiary shall cease cease, and the Company shall continue its corporate existence under be the DGCL as surviving corporation in the Merger (the “Surviving Corporation”), such that following the Merger, the Surviving Corporation and (c) the Surviving Corporation shall become will be a wholly direct, wholly-owned Subsidiary subsidiary of Parent.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Noble Energy Inc), Agreement and Plan of Merger (Hess Corp), Agreement and Plan of Merger (Hess Corp)
The Merger. 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), at the Effective Time, (a) Merger Sub shall be merged with and into the Company, (b) whereupon the separate corporate existence of Merger Sub shall will cease and the Company shall continue its corporate existence under the DGCL as the surviving corporation (the “Surviving Corporation and (c) Corporation”). As a result of the Merger, the Surviving Corporation shall become a wholly wholly-owned Subsidiary of Parent. The Merger shall have the effects provided in this Agreement and as specified in the DGCL.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Resolute Forest Products Inc.), Agreement and Plan of Merger (Nationstar Mortgage Holdings Inc.), Agreement and Plan of Merger (Wmih Corp.)
The Merger. 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), at the Effective Time, (a) Merger Sub Company shall be merged with and into Merger Sub at the CompanyEffective Time. Following the Effective Time, (b) the separate corporate existence of Merger Sub shall cease and be the Company shall continue its corporate existence under surviving corporation (the DGCL as the "Surviving Corporation and (c) the Surviving Corporation Corporation"), shall become a direct, wholly owned Subsidiary subsidiary of ParentParent and shall succeed to and assume all of the rights and obligations of the Company in accordance with the DGCL.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Ford Gerald J), Agreement and Plan of Merger (Mafco Holdings Inc), Agreement and Plan of Merger (Citigroup Inc)
The Merger. 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), at the Effective Time, (a) Merger Sub Subsidiary shall be merged with and into the CompanyCompany (the "Merger") at the Effective Time (hereinafter defined). Following the Merger, (b) the separate corporate existence of Merger Sub Subsidiary shall cease and the Company shall continue its corporate existence under the DGCL as the surviving corporation (the "Surviving Corporation Corporation") and (c) shall succeed to and assume all the Surviving Corporation shall become a wholly owned rights and obligations of Merger Subsidiary of Parentin 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. 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), at the Effective Time, (a) Merger Sub shall be merged with and into the Company, (b) the separate corporate existence of Merger Sub shall cease thereupon cease, and the Company shall continue its corporate existence under be the DGCL as surviving corporation in the Merger (the “Surviving Corporation Corporation”), and (c) the Surviving Corporation shall become a wholly wholly-owned Subsidiary of Parent.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Mountain Crest Acquisition Corp II), Agreement and Plan of Merger (Rodgers Silicon Valley Acquisition Corp), Agreement and Plan of Merger (BCTG Acquisition Corp.)
The Merger. 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 and the DGCL)DLLCA, at the Effective Time, (a) Merger Sub Company shall be merged with and into Merger Sub at the CompanyEffective Time. Following the Merger, (b) the separate corporate existence of the Company shall cease, and Merger Sub shall cease continue as the surviving company (the “Surviving Company”) and shall succeed to and assume all the rights and obligations of the Company in accordance with the DGCL and the Company shall continue its corporate existence under the DGCL as the Surviving Corporation and (c) the Surviving Corporation shall become a wholly owned Subsidiary of ParentDLLCA.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Applera Corp), Agreement and Plan of Merger (Invitrogen Corp), Agreement and Plan of Merger (Invitrogen Corp)
The Merger. Upon 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), at the Effective Time, : (a) Merger Sub shall be merged will merge with and into the Company, Company (the “Merger”); (b) the separate corporate existence of Merger Sub shall cease will cease; and (c) the Company shall will continue its corporate existence under the DGCL as the Surviving Corporation surviving corporation in the Merger and (c) the Surviving Corporation shall become a wholly owned Subsidiary of ParentParent (sometimes referred to herein as the “Surviving Corporation”).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (FaZe Holdings Inc.), Agreement and Plan of Merger (GameSquare Holdings, Inc.), Agreement and Plan of Merger (Ormat Technologies, Inc.)
The Merger. 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), at the Effective Time, (a) Merger Sub the Company shall be merged with and into Parent. As a result of the CompanyMerger, (b) the separate corporate existence of Merger Sub the Company shall cease and the Company Parent shall continue its corporate existence under the DGCL as the surviving corporation of the Merger (the “Surviving Corporation and (c) the Surviving Corporation shall become a wholly owned Subsidiary of ParentCorporation”).
Appears in 3 contracts
Samples: Consent and Support Agreement (LCE Mexican Holdings, Inc.), Consent and Support Agreement (Marquee Holdings Inc.), Consent and Support Agreement (Amc Entertainment Inc)
The Merger. 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 and the DGCL)DLLCA, at the Effective Time, (a) Merger Sub shall be merged with and into the Company. Following the Effective Time, (b) the separate corporate existence of Merger Sub shall cease will cease, and the Company will continue as the surviving corporation in the Merger (the “Surviving Corporation”) and shall continue its corporate existence under succeed to and assume all the rights and obligations of Merger Sub in accordance with the DGCL as and the Surviving Corporation and (c) the Surviving Corporation shall become a wholly owned Subsidiary of ParentDLLCA.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Novelis Inc.), Agreement and Plan of Merger (Novelis Inc.), Agreement and Plan of Merger (Aleris Corp)
The Merger. Upon 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), at the Effective Time, : (ai) Merger Sub shall be merged will merge with and into the Company, ; (bii) the separate corporate existence of Merger Sub shall cease will cease; and (iii) the Company shall will continue its corporate existence under the DGCL as the Surviving Corporation surviving corporation in the Merger and (c) the Surviving Corporation shall become a wholly owned Subsidiary of ParentParent and US Holdco (sometimes referred to herein as the “Surviving Corporation”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Icon PLC), Agreement and Plan of Merger (Icon PLC), Agreement and Plan of Merger (PRA Health Sciences, Inc.)
The Merger. Upon 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), at the Effective Time, : (a) Merger Sub shall be merged will merge with and into the Company, Company (the “Merger”); (b) the separate corporate existence of Merger Sub shall cease will cease; and (c) the Company shall will continue its corporate existence under the DGCL as the Surviving Corporation surviving corporation in the Merger and (c) the Surviving Corporation shall become a wholly owned Subsidiary of ParentParent (referred to herein as the “Surviving Corporation”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Liquid Media Group Ltd.), Agreement and Plan of Merger (Liquid Media Group Ltd.)
The Merger. Upon (a) On 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, (a) Merger Sub shall be merged will merge with and into the Company, (b) the separate corporate existence of Merger Sub shall cease and with the Company shall continue its corporate existence under being the surviving corporation (the “Surviving Corporation”). The Merger will be governed by Section 251(h) of the DGCL and will be effected as soon as practicable following the Surviving Corporation and (c) the Surviving Corporation shall become a wholly owned Subsidiary of ParentOffer Closing.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (HD Supply Holdings, Inc.), Agreement and Plan of Merger (Home Depot, Inc.)
The Merger. (a) 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, (a) Merger Sub shall be merged with and into the Company, (b) whereupon the separate corporate existence of Merger Sub shall cease and the Company shall continue its corporate existence under the DGCL as the surviving corporation in the Merger (the “Surviving Corporation Corporation”) and (c) the Surviving Corporation shall become a wholly direct, wholly-owned Subsidiary of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Nutri System Inc /De/), Agreement and Plan of Merger (Tivity Health, Inc.)
The Merger. 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)DLLCA, at the Effective Time, (a) Merger Sub Company shall be merged with and into Merger Sub at the CompanyEffective Time. Following the Effective Time, (b) the separate corporate existence of the Company shall cease and Merger Sub shall cease continue as the surviving limited liability company (the "Surviving Company") and shall succeed to and assume all the rights and obligations of Merger Sub and the Company shall continue its corporate existence under in accordance with the DGCL as and the Surviving Corporation and (c) the Surviving Corporation shall become a wholly owned Subsidiary of ParentDLLCA.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Centrue Financial Corp), Agreement and Plan of Merger (Midland States Bancorp, Inc.)
The Merger. 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), at the Effective TimeTime (as defined below), (a) Merger Sub shall be merged with and into the Company, (b) whereupon the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue its corporate existence under the DGCL as the surviving corporation (the “Surviving Corporation Corporation”) and (c) the Surviving Corporation shall become a wholly owned Subsidiary of Parent, and the Surviving Corporation shall succeed to and assume all the rights and obligations of Sub and the Company in accordance with Section 259 of the DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Constant Contact, Inc.), Agreement and Plan of Merger (Endurance International Group Holdings, Inc.)
The Merger. (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 the DGCL), at the Effective TimeTime (as defined below), (a) Merger Sub Subsidiary shall be merged with and into the CompanyCompany in accordance with the requirements of the DGCL, (b) whereupon the separate corporate existence of Merger Sub Subsidiary shall cease cease, and the Company shall continue its corporate existence under be the DGCL as surviving corporation in the Merger (the “Surviving Corporation”), such that following the Merger, the Surviving Corporation and (c) the Surviving Corporation shall become a wholly will be an indirect, wholly-owned Subsidiary subsidiary of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Anadarko Petroleum Corp), Agreement and Plan of Merger (Occidental Petroleum Corp /De/)
The Merger. Upon the terms and subject to the conditions set forth in this Agreementagreement, and in accordance with the DGCL (including Section 251(h) of the DGCL), at the Effective Time, (a) Merger Sub shall be merged with and into the Company, (b) the separate corporate existence of Merger Sub shall cease and the Company shall continue its corporate existence under the DGCL as the surviving corporation in the Merger (the “Surviving Corporation Corporation”) and (c) the Surviving Corporation shall become a wholly owned Subsidiary of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Carbon Black, Inc.), Agreement and Plan of Merger (Vmware, Inc.)
The Merger. 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), at the Effective Time, (a) Merger Sub shall Subsidiary will be merged with and into the CompanyCompany at the Effective Time. Following the Merger, (b) the separate corporate existence of the Merger Sub shall Subsidiary will cease and the Company shall will continue its corporate existence under the DGCL as the surviving corporation (the "Surviving Corporation Corporation") and (c) will succeed to and assume all rights and obligations of the Surviving Corporation shall become a wholly owned Company and of the Merger Subsidiary of Parentin accordance with the DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Paul Ramsay Holdings Pty LTD), Agreement and Plan of Merger (Psychiatric Solutions Inc)
The Merger. 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), at the Effective Time, (a) Merger Sub shall be merged with and into the CompanyCompany (the “Merger”) at the Effective Time. Following the Effective Time, (b) the separate corporate existence of Merger Sub shall cease and the Company shall continue its corporate existence under the DGCL as the surviving entity of the Merger (the DOC ID - 32901658.22 22 “Surviving Corporation Entity”) and (c) the Surviving Corporation shall become a an indirect wholly owned Subsidiary of Parent. The Merger shall have the effects specified in the DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Priority Technology Holdings, Inc.), Agreement and Plan of Merger (Priority Technology Holdings, Inc.)
The Merger. 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), at the Effective Time, (a) Merger Sub shall be merged with and into the Company, (b) whereupon the separate corporate existence of Merger Sub shall cease and will cease, with the Company shall continue its corporate existence under surviving the DGCL Merger (the Company, as the surviving entity in the Merger, sometimes being referred to herein as the “Surviving Corporation”), such that, following the Merger, the Surviving Corporation and (c) the Surviving Corporation shall become will be a wholly direct wholly-owned Subsidiary subsidiary of Parent. The Merger shall be governed by Section 251(c) of the DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Endologix Inc /De/), Agreement and Plan of Merger (TriVascular Technologies, Inc.)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL (including Section 251(h) applicable provisions of the DGCL), at the Effective Time, (a) Merger Sub shall be merged with and into the Company, (b) the separate corporate existence of Merger Sub shall cease and the Company shall continue its corporate existence under the DGCL as the surviving corporation in the Merger (the “Surviving Corporation Corporation”), and (c) the Surviving Corporation shall become a wholly wholly-owned Subsidiary subsidiary of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Steel Connect, Inc.), Agreement and Plan of Merger (Steel Partners Holdings L.P.)
The Merger. 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, (a) Merger Acquisition Sub shall be merged with and into the Company, (b) and the separate corporate existence of Merger Acquisition Sub shall cease and the cease. The Company shall will continue its corporate existence under the DGCL as the Surviving Corporation Corporation. The Merger shall be governed by Section 251(h) of DGCL and (c) shall be effected as soon as practicable following consummation of the Surviving Corporation shall become a wholly owned Subsidiary of ParentOffer.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Franklin UK Bidco LTD), Agreement and Plan of Merger (Planet Payment Inc)
The Merger. 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, (a) Merger Sub shall will be merged with and into the Company, ; (b) the separate corporate existence of Merger Sub shall cease and the Company shall continue its corporate existence under the DGCL as the Surviving Corporation will cease; and (c) the Company will continue as the Surviving Corporation shall become of the Merger and a wholly owned Subsidiary of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Vepf Vii SPV I, L.P.), Agreement and Plan of Merger (KnowBe4, Inc.)
The Merger. Upon On 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), at the Effective TimeTime (as defined below), (a) Merger Sub shall be merged with and into the Company, (b) whereupon the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue its corporate existence under the DGCL as the surviving corporation (the “Surviving Corporation Corporation”) and (c) the Surviving Corporation shall become a direct wholly owned Subsidiary of US HoldCo and an indirect wholly owned Subsidiary of Parent, and the Surviving Corporation shall succeed to and assume all the rights and obligations of Merger Sub and the Company in accordance with Section 259 of the DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sibanye Gold LTD), Agreement and Plan of Merger (Stillwater Mining Co /De/)
The Merger. 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), at the Effective Time, (a) the Merger Sub shall be merged with and into Company, with the Company surviving the Merger (the Company, (b) as the separate corporate existence surviving company in the Merger, sometimes being referred to herein as the “Surviving Company”). As a result of Merger Sub shall cease and the Merger, the Surviving Company shall continue its corporate existence under the DGCL as the Surviving Corporation and (c) the Surviving Corporation shall become be a wholly wholly-owned Subsidiary of Parent. The Merger shall have the effects provided in this Agreement and as specified in the DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Aditxt, Inc.), Agreement and Plan of Merger (Evofem Biosciences, Inc.)
The Merger. 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, (a) Merger Acquisition Sub shall be merged with and into the Company, (b) and the separate corporate existence of Merger Acquisition Sub shall cease and the cease. The Company shall will continue its corporate existence under the DGCL as the Surviving Corporation and (cCorporation. The Merger shall be effected under Section 251(h) of DGCL as soon as practicable following consummation of the Surviving Corporation shall become a wholly owned Subsidiary of ParentOffer.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hershey Co), Agreement and Plan of Merger (Amplify Snack Brands, INC)
The Merger. 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), at the Effective Time, (a) Merger Sub shall be merged with and into the CompanyCompany at the Effective Time. Following the Effective Time, the Company shall be the surviving corporation (b) the separate corporate existence "Surviving Corporation"), shall become a subsidiary of Parent and shall succeed to and assume all the rights and obligations of Merger Sub shall cease and in accordance with the Company shall continue its corporate existence under the DGCL as the Surviving Corporation and (c) the Surviving Corporation shall become a wholly owned Subsidiary of ParentDGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cendant Corp), Agreement and Plan of Merger (Cendant Corp)
The Merger. 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), at the Effective Time, (a) Merger Sub shall Subsidiary will be merged with and into the CompanyCompany at the Effective Time. Following the Merger, (b) the separate corporate existence of the Merger Sub shall Subsidiary will cease and the Company shall will continue its corporate existence under the DGCL as the Surviving Corporation surviving corporation (the "SURVIVING CORPORATION") and (c) will succeed to and assume all rights and obligations of the Surviving Corporation shall become a wholly owned Company and of the Merger Subsidiary of Parentin accordance with the DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lamela Luis E), Agreement and Plan of Merger (Ramsay Youth Services Inc)
The Merger. Upon 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), at the Effective Time, (a) the Company and Parent shall consummate the Merger, whereby Merger Sub shall be merged with and into the Company, (b) and the separate corporate existence of Merger Sub shall cease and the Company shall continue its corporate existence under the DGCL as the surviving corporation (the “Surviving Corporation and (c) the Surviving Corporation shall become a wholly owned Subsidiary of ParentCorporation”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Jazz Pharmaceuticals PLC), Agreement and Plan of Merger (Celator Pharmaceuticals Inc)
The Merger. Upon At the Effective Time, and 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, (a) Merger Sub shall be merged with and into the Company, Company and (b) the separate corporate existence of Merger Sub shall cease and the Company shall continue its corporate existence under the DGCL as the surviving corporation in the Merger (the “Surviving Corporation and (c) the Surviving Corporation shall become a wholly owned Subsidiary of ParentCorporation”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Dun & Bradstreet Corp/Nw)
The Merger. 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 and the DGCL)CBCA, at the Effective Time, Time the Company and MergerSub shall consummate the Merger pursuant to which (ai) Merger Sub MergerSub shall be merged with and into the Company, (b) Company and the separate corporate existence of Merger Sub MergerSub shall cease thereupon cease, and (ii) the Company shall continue its corporate existence under be the Surviving Entity in the Merger. The Merger shall have the effects specified in the DGCL as and the Surviving Corporation and (c) the Surviving Corporation shall become a wholly owned Subsidiary of ParentCBCA.
Appears in 1 contract
Samples: Agreement and Plan of Merger (National Patent Development Corp)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL (including Section 251(h) applicable provisions of the DGCL), at the Effective Time, (a) Merger Sub shall will be merged with and into the Company, ; (b) the separate corporate existence of Merger Sub shall cease and the Company shall continue its corporate existence under the DGCL as the Surviving Corporation will cease; and (c) the Surviving Corporation shall become Company will continue as the surviving corporation of the Merger and a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to as the “Surviving Corporation.”
Appears in 1 contract
The Merger. 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), at the Effective Time, (a) Merger Sub the Company shall be merged with and into the Company, (b) Merger Sub and the separate corporate existence of the Company shall thereupon cease. Merger Sub shall cease be the surviving corporation in the Merger (sometimes hereinafter referred to as the “Surviving Corporation”), and shall succeed to and assume all the rights and obligations of the Company shall continue its corporate existence under in accordance with Section 251 of the DGCL as the Surviving Corporation and (c) the Surviving Corporation shall become a wholly owned Subsidiary of ParentDGCL.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Barr Pharmaceuticals Inc)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement, and The Merger shall be effected in accordance with the DGCL (including Section 251(h) of the DGCL), at the Effective Time, (a) Merger . The Sub shall be merged with and into the CompanyCompany at the Effective Time, (b) and the surviving corporation shall thereby become a wholly-owned subsidiary of Parent. Following the Effective Time, the separate corporate existence of Merger Sub shall cease and the Company shall continue its corporate existence under the DGCL as the Surviving Corporation surviving corporation (the "SURVIVING CORPORATION") and (c) shall succeed to and assume all the Surviving Corporation rights and obligations of Sub and the Company in accordance with the DGCL. The Merger shall become a wholly owned Subsidiary of Parenthave the effects set forth in the DGCL.
Appears in 1 contract
The Merger. 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), at the Effective Time, (a) Merger Sub shall be merged with and into the CompanyCompany at the Effective Time. Following the Effective Time, the Company shall be the surviving corporation (b) the separate corporate existence "Surviving Corporation"), shall become a subsidiary of Parent and shall succeed to and assume all the rights and obligations of Merger Sub shall cease and in accordance with the Company shall continue its corporate existence under the DGCL as the Surviving Corporation and (c) the Surviving Corporation shall become a wholly owned Subsidiary of ParentDGCL.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Fairfield Communities 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 set forth in of, this Agreement, and in accordance with the DGCL (including Section 251(h) of the DGCL), at the Effective Time, (a) Merger Sub Company shall be merged with and into Merger Sub (the Company“Merger”), (b) the separate corporate existence of the Company shall cease, and Merger Sub shall cease and the Company shall continue its corporate existence under the DGCL as the surviving corporation of the Merger (the “Surviving Corporation Corporation”). At the Effective Time, the effects of the Merger shall be as provided in this Agreement and (c) in Section 259 of the Surviving Corporation shall become a wholly owned Subsidiary of ParentDGCL.
Appears in 1 contract
Samples: Agreement and Plan of Merger (General Entertainment Ventures, Inc)
The Merger. 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), at the Effective Time, (a) Merger Sub shall shall, pursuant to the provisions of the DGCL, be merged with and into the Company, (b) Seller and the separate corporate existence of Merger Sub shall thereupon cease in accordance with the provisions of the DGCL. Seller shall be the surviving entity in the Merger and the Company shall continue its corporate existence under the DGCL to exist as the Surviving Corporation and (c) the Surviving Corporation shall become a wholly owned Subsidiary of ParentParent (the “Surviving Entity”). The Merger shall have the effects specified in the DGCL.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Universal Business Payment Solutions Acquisition Corp)
The Merger. 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), at At the Effective Time, and subject to and upon the terms and conditions of this Agreement and applicable provisions of the DGCL, (ai) Merger Sub shall be merged with and into the Company, ; (bii) the separate corporate existence of Merger Sub shall cease cease; and (iii) the Company shall continue its corporate existence under be the DGCL as surviving corporation (the "Surviving Corporation Corporation") and (c) the Surviving Corporation shall become will be a wholly owned Subsidiary of Parent.. Section 2.2
Appears in 1 contract
Samples: Contents Agreement and Plan of Merger (Animal Health International, Inc.)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with applicable provisions of the DGCL (including Section 251(h) of and the DGCL)DLLCA, at the Effective Time, (a) Merger Sub shall be merged with and into the Company, (b) the separate corporate limited liability company existence of Merger Sub shall cease and the Company shall continue its corporate existence under the DGCL as the surviving company in the Merger (the “Surviving Corporation Company”) and (c) the Surviving Corporation shall become a wholly wholly-owned Subsidiary subsidiary of Parent.
Appears in 1 contract
The Merger. Upon 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), at the Effective Time, (a) Merger Sub shall be merged merge with and into the Company. At the Effective Time, (b) the separate corporate existence of Merger Sub shall cease and the Company shall continue its corporate existence under the DGCL as the surviving corporation in the Merger (the “Surviving Corporation Corporation”) and (c) the Surviving Corporation shall become a wholly owned Subsidiary of Parent. The Merger shall be effected pursuant to Section 251(h) of the DGCL and shall have the effects set forth in this Agreement and the applicable provisions of the DGCL.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Finjan Holdings, Inc.)
The Merger. Upon At the Effective Time, and 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, (a) Merger Sub shall be merged with and into the Company, and (b) the separate corporate existence of Merger Sub shall cease and the Company shall continue its corporate existence under the DGCL as the surviving corporation, and wholly-owned subsidiary of Parent (the “Surviving Corporation and (c) Corporation”), in the Surviving Corporation shall become a wholly owned Subsidiary of ParentMerger.
Appears in 1 contract
The Merger. (a) 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), at the Effective Time, (a) Merger Sub shall be merged with and into the Company, (b) whereupon the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue its corporate existence under the DGCL as the surviving corporation (the “Surviving Corporation Corporation”) and (c) the Surviving Corporation shall become a wholly owned Subsidiary of Parent, and the Surviving Corporation shall succeed to and assume all the rights and obligations of Merger Sub and the Company in accordance with Section 259 of the DGCL.
Appears in 1 contract
The Merger. 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), at the Effective TimeTime (as defined below), (a) Merger Sub shall be merged with and into the Company, (b) whereupon the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue its corporate existence under the DGCL as the surviving corporation (the “Surviving Corporation Corporation”) and (c) a wholly owned indirect Subsidiary of Parent, and the Surviving Corporation shall become a wholly owned Subsidiary succeed to and assume all the rights and obligations of ParentMerger Sub and the Company in accordance with Section 259 of the DGCL.
Appears in 1 contract
The Merger. 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)and DLLCA, at the Effective Time, (a) Merger Sub the Company shall be merged with and into the CompanyMerger Sub, (b) the separate corporate existence of the Company shall cease and Merger Sub shall cease and the Company shall continue its corporate existence under the DGCL DLLCA as the Surviving Corporation Company and (c) the Surviving Corporation Company shall become a wholly owned Subsidiary of Parent.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Gelesis Holdings, Inc.)
The Merger. Upon At the Effective Time, 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), at the Effective Time, (ai) Merger Sub shall be merged with and into the Company, (bii) the separate corporate existence of Merger Sub shall cease cease, and (iii) the Company shall be the surviving entity (the “Surviving Company”) and shall continue its corporate legal existence under the DGCL as the Surviving Corporation and (c) the Surviving Corporation shall become a wholly wholly-owned Subsidiary subsidiary of ParentBuyer.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Alexion Pharmaceuticals, Inc.)
The Merger. 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), at the Effective Time, (a) Merger Sub the Company shall be merged with and into Acquiror. As a result of the CompanyMerger and as provided in the DGCL, (b) the separate corporate existence of Merger Sub the Company shall cease and the Company Acquiror shall continue its corporate existence under the DGCL as the surviving corporation of the Merger (the "Surviving Corporation and (c) the Surviving Corporation shall become a wholly owned Subsidiary of ParentCorporation").
Appears in 1 contract
Samples: Agreement and Plan of Merger (Iron Mountain Inc /De)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL (including Section 251(h) applicable provisions of the DGCL), at the Effective Time, (a) Merger Sub shall be merged with and into the Company, (b) whereupon the separate corporate existence of Merger Sub shall cease and the Company shall continue its corporate existence under the DGCL as the surviving corporation in the Merger (the “Surviving Corporation Corporation”) and (c) the Surviving Corporation shall become a wholly owned Wholly Owned Subsidiary of Parent.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Independence Holding Co)
The Merger. Upon 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), at the Effective Time, (a) Merger Sub shall be merged with and into the CompanyCompany at the Effective Time. At the Effective Time, (b) the separate corporate existence of Merger Sub shall cease and the Company shall continue its corporate existence 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 Surviving Corporation and (c) the Surviving Corporation shall become a wholly owned Subsidiary of ParentAcceptance Time.
Appears in 1 contract
The Merger. 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, (a) Merger Sub shall Purchaser will be merged with and into the Company, ; (b) the separate corporate existence of Merger Sub shall cease and the Company shall continue its corporate existence under the DGCL as the Surviving Corporation Purchaser will cease; and (c) the Surviving Corporation shall become Company will continue as the surviving corporation of the Merger and a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to as the “Surviving Corporation.” The Merger shall be governed by Section 251(h) of the DGCL.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Thorne Healthtech, 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 set forth in of, this Agreement, and in accordance with the DGCL (including Section 251(h) of the DGCL)Company shall, at the Effective TimeDate, (a) Merger Sub shall be merged with and into the CompanyMerger Sub, (b) the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue its corporate existence under the DGCL as the surviving corporation of the Merger (the "Surviving Corporation and (c) Corporation"). At the Surviving Corporation Effective Date, the effects of the Merger shall become a wholly owned Subsidiary be as provided in Section 259 of Parentthe DGCL.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Telecom Wireless Corp/Co)
The Merger. Upon the terms and subject to the conditions set forth in of this Agreement, at the Effective Time (as defined in Section 1.2) and in accordance with the DGCL (including Section 251(h) of DGCL, the DGCL), at the Effective Time, (a) Merger Sub shall be merged with and into the Company, which shall be the surviving corporation in the Merger (b) the "SURVIVING CORPORATION"). At the Effective Time, the separate corporate existence of the Merger Sub shall cease and the Company other effects of the Merger shall continue its corporate existence under be as set forth in Section 259 of the DGCL as the Surviving Corporation and (c) the Surviving Corporation shall become a wholly owned Subsidiary of ParentDGCL.
Appears in 1 contract
The Merger. Upon 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), at the Effective Time, : (a) Merger Sub shall be merged will merge with and into the Company, ; (b) the separate corporate existence of Merger Sub shall cease will cease; and (c) the Company shall will continue its corporate existence under the DGCL as the Surviving Corporation surviving corporation in the Merger and (c) the Surviving Corporation shall become a wholly owned Subsidiary of ParentParent (sometimes referred to herein as 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 1 contract
Samples: Agreement and Plan of Merger (Vidler Water Resources, Inc.)
The Merger. 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), at the Effective Time, (a) Merger Sub Company shall be merged with and into Acquiror at the CompanyEffective Time (as defined in Section 2.3). At the Effective Time, (b) the separate corporate existence of Merger Sub shall cease and the Company shall cease, and Acquiror shall continue its corporate existence under the DGCL as the Surviving Corporation and (c) shall succeed to and assume all of the Surviving Corporation shall become a wholly owned Subsidiary rights, properties, liabilities and obligations of Parentthe Company in accordance with the DGCL.
Appears in 1 contract
Samples: Registration Rights Agreement (Continental Cablevision Inc)
The Merger. 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), at the Effective Time, (a) Merger Sub shall be merged with and into the CompanyCompany at the Effective Time. Following the Effective Time, (b) the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue its corporate existence as the surviving corporation in the Merger under the DGCL as (the “Surviving Corporation Corporation”). The Merger shall be effected under Section 251(h) of the DGCL and (c) shall not require a vote of the Surviving Corporation shall become a wholly owned Subsidiary stockholders of Parentthe Company.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Aimmune Therapeutics, 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 set forth in of, this Agreement, and in accordance with the DGCL (including Section 251(h) of the DGCL), at the Effective Time, (a) Merger Sub shall be merged with and into the CompanyCompany (the “Merger”), (b) the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue its corporate existence under the DGCL as the surviving corporation of the Merger (the “Surviving Corporation Corporation”) and (c) the Surviving Corporation shall become a wholly owned Subsidiary subsidiary of ParentHoldco. 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 1 contract
The Merger. 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), at the Effective Time, (a) Merger Sub shall be merged with and into the Company, (b) the separate corporate existence of Merger Sub shall cease and the Company shall continue its corporate existence under the DGCL as the surviving corporation in the Merger (the “Surviving Corporation Corporation”) and (c) the Surviving Corporation shall become a wholly wholly-owned Subsidiary of Parent.
Appears in 1 contract
Samples: Agreement and Plan of Merger (MAGNACHIP SEMICONDUCTOR Corp)
The Merger. (a) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL (including Section 251(h251(g) and other applicable provisions of the DGCL), at the Effective Time, (a) Merger Sub Subsidiary shall be merged with and into Parent at the CompanyEffective Time (as defined in Section 1.02). Following the Effective Time, (b) the separate corporate existence of Merger Sub Subsidiary shall cease and the Company Parent shall continue its corporate existence under the DGCL as the Surviving Corporation and (c) the Surviving Corporation shall become surviving corporation as a wholly owned subsidiary of Holdings (the "Surviving Corporation") and shall succeed to and assume all the rights and obligations of Merger Subsidiary of Parentin accordance with the DGCL.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Building Materials Holding Corp)
The Merger. 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, (a) Merger Sub shall be merged with and into the Company, (b) and the separate corporate existence of Merger Sub shall cease and cease. The Company will continue as the Company Surviving Corporation. The Merger shall continue its corporate existence be effected under Section 251(h) of the DGCL as soon as practicable following consummation of the Surviving Corporation and (c) the Surviving Corporation shall become a wholly owned Subsidiary of ParentOffer.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Spark Therapeutics, Inc.)
The Merger. (a) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL (including Section 251(h251(g) and other applicable provisions of the DGCL), at the Effective Time, (a) Merger Sub shall be merged with and into Assertio at the CompanyEffective Time. Following the Effective Time, (b) the separate corporate existence of Merger Sub shall cease and the Company Assertio shall continue its corporate existence under the DGCL as the surviving corporation (the “Surviving Corporation and (cCorporation”) the as a wholly owned subsidiary of Parent. The Surviving Corporation shall become a wholly owned Subsidiary succeed to and assume all the rights and obligations of ParentAssertio in accordance with the DGCL.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Assertio Holdings, Inc.)
The Merger. 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, (a) Merger Sub shall will be merged with and into the Company, ; (b) the separate corporate existence of Merger Sub shall cease and the Company shall continue its corporate existence under the DGCL as the Surviving Corporation will thereupon cease; and (c) the Surviving Corporation shall become Company will continue as the surviving corporation of the Merger and a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to herein as the “Surviving Corporation.”
Appears in 1 contract
Samples: Agreement and Plan of Merger (Innophos Holdings, Inc.)
The Merger. (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 the DGCL), at the Effective Time, (a) Merger Sub Subsidiary shall be merged (the “Merger”) with and into the CompanyCompany in accordance with the DGCL, (b) whereupon the separate corporate existence of Merger Sub Subsidiary shall cease cease, and the Company shall continue its corporate existence under be the DGCL as surviving corporation (the “Surviving Corporation and (c) Corporation”). The Merger shall have the Surviving Corporation shall become a wholly owned Subsidiary effects set forth in the applicable provisions of Parentthe DGCL.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Aveo Pharmaceuticals, Inc.)
The Merger. 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, (a) Merger Sub shall be merged with and into the Company, (b) and the separate corporate existence of Merger Sub shall cease and the cease. The Company shall will continue its corporate existence under the DGCL as the Surviving Corporation and (cCorporation. The Merger shall be effected under Section 251(h) of DGCL as soon as practicable following consummation of the Surviving Corporation shall become a wholly owned Subsidiary of ParentOffer.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Juniper Pharmaceuticals Inc)
The Merger. Upon At the Effective Time, and 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, (a) Merger Sub shall be merged with and into the Company, and (b) the separate corporate existence of Merger Sub shall cease and the Company shall continue its corporate existence under the DGCL as the Surviving Corporation surviving corporation, and (c) the Surviving Corporation shall become a wholly wholly-owned Subsidiary indirect subsidiary of Parent, (the “Surviving Corporation”) in the Merger.
Appears in 1 contract
Samples: Agreement and Plan of Merger (HeartWare International, Inc.)
The Merger. 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), at the Effective Time, (a) Merger Sub shall be merged with and into the Company, (b) the separate corporate existence of Merger Sub shall cease and the Company shall continue its corporate existence under the DGCL as the Surviving Corporation and (c) the Surviving Corporation shall become a wholly owned Subsidiary of Parent.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Berkshire Grey, Inc.)
The Merger. 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), at the Effective Time, (a) Merger Sub shall be merged with and into the CompanyCompany in accordance with the DGCL, (b) whereupon the separate corporate existence of Merger Sub shall cease and the Company shall continue its corporate existence under the DGCL as the surviving corporation (the “Surviving Corporation Corporation”) and (c) the Surviving Corporation shall become a wholly wholly-owned Subsidiary of Parent. Subject to the foregoing and to the other Sections of this Article II, the effects of the Merger shall be as provided in the applicable provisions of the DGCL.
Appears in 1 contract
The Merger. Upon 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), at the Effective Time, (a) Merger Sub shall be merged with and into SPAC (the Company“Merger”) at the Effective Time. Following the Effective Time, (b) the separate corporate existence of Merger Sub shall cease and the Company SPAC shall continue its corporate existence under the DGCL as the surviving entity of the Merger (the “Surviving Corporation Entity”) and (c) the Surviving Corporation shall become a wholly owned Subsidiary of Parent. The Merger shall have the effects specified in the DGCL.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Share Acquisition (26 Capital Acquisition Corp.)
The Merger. 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), at the Effective Time, (a) Merger Sub shall be merged with and into the Company, whereupon (ba) the separate corporate existence of Merger Sub shall cease and the Company shall continue its corporate existence under the DGCL as the surviving corporation in the Merger (the “Surviving Corporation Corporation”) and (cb) the Surviving Corporation shall become a wholly owned Subsidiary of Parent.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ply Gem Holdings Inc)
The Merger. 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), at the Effective Time, (a) Merger Sub shall will be merged with and into the Company, (b) whereupon the separate corporate existence of Merger Sub shall cease will cease, and the Company shall will continue its corporate existence under the DGCL as the Surviving Corporation and (c) surviving corporation in the Surviving Corporation shall become a wholly Merger as an indirect wholly-owned Subsidiary of ParentParent (the “Surviving Company”) and will succeed to and assume all the rights and obligations of Merger Sub in accordance with the DGCL.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Century Therapeutics, Inc.)
The Merger. 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, (a) Merger Sub shall will be merged with and into the Company, ; (b) the separate corporate existence of Merger Sub shall cease and the Company shall continue its corporate existence under the DGCL as the Surviving Corporation will cease; and (c) the Surviving Corporation shall become Company will continue as the surviving corporation of the Merger and a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to as the “Surviving Corporation.” The Merger will be governed by, and effected pursuant to, Section 251(h) of the DGCL.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Forescout Technologies, Inc)
The Merger. 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), at the Effective Time, (a) Merger Sub shall be merged with and into the Company, (b) whereupon the separate corporate existence of Merger Sub shall will cease and the Company shall continue its corporate existence under the DGCL as the surviving corporation (the “Surviving Corporation and (c) Corporation). As a result of the Merger, the Surviving Corporation shall become a wholly wholly-owned Subsidiary of Parent. The Merger shall have the effects provided in this Agreement and as specified in the DGCL.
Appears in 1 contract
The Merger. 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), at the Effective Time, (a) Merger Sub the Company shall be merged with and into the Company, (b) Merger Sub and the separate corporate existence of the Company shall thereupon cease. Merger Sub shall cease be the surviving corporation in the Merger (sometimes hereinafter referred to as the "Surviving Corporation"), and shall succeed to and assume all the rights and obligations of the Company shall continue its corporate existence under in accordance with Section 251 of the DGCL as the Surviving Corporation and (c) the Surviving Corporation shall become a wholly owned Subsidiary of ParentDGCL.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Teva Pharmaceutical Industries LTD)
The Merger. 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), at the Effective Time, (a) Merger Sub shall be merged with and into the CompanyCompany at the Effective Time (as hereinafter defined). Following the Effective Time, (b) the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue its corporate existence under the DGCL as the Surviving Corporation Company and (c) the Surviving Corporation shall become a wholly wholly-owned Subsidiary subsidiary of Parent. The effects and consequences of the Merger shall be as set forth in this Agreement and the DGCL.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Hydrofarm Holdings Group, Inc.)
The Merger. 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), at the Effective Time, (a) Merger Sub shall be merged with and into the CompanyCompany in accordance with the DGCL, (b) whereupon the separate corporate existence of Merger Sub shall cease and the Company shall continue its corporate existence under the DGCL as the surviving corporation (the “Surviving Corporation Corporation”) and (c) the Surviving Corporation shall become a wholly wholly-owned Subsidiary of Parent. Subject to the foregoing and to the other sections of this Article II, the effects of the Merger shall be as provided in the applicable provisions of the DGCL.
Appears in 1 contract
The Merger. 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 DLLCA and the DGCL), at the Effective Time, (a) the Merger Sub shall be merged with and into the Company, (b) whereupon the separate corporate existence of the Merger Sub shall cease cease, and (b) the Company shall continue its corporate existence under the DGCL as the surviving company in the Merger (the “Surviving Corporation and (cCompany”) the Surviving Corporation shall become as a wholly owned Subsidiary subsidiary of Parent.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Communications Systems Inc)
The Merger. Upon 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 NRS 78 and DGCL), as applicable, at the Effective Time, : (a) Merger Sub shall be merged will merge with and into the Company, Company (the “Merger”); (b) the separate corporate existence of Merger Sub shall cease will cease; and (c) the Company shall will continue its corporate existence under the DGCL as the Surviving Corporation surviving corporation in the Merger and (c) the Surviving Corporation shall become a wholly owned Subsidiary of ParentParent (sometimes referred to herein as the “Surviving Corporation”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (INVO Bioscience, Inc.)
The Merger. Upon On the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL (including Section 251(h) 253 and other relevant sections of the DGCL), at the Effective Time, : (a) Merger Sub shall be merged will merge with and into the Company, ; (b) the separate corporate existence of Merger Sub shall cease will cease; and (c) the Company shall will continue its corporate existence under the DGCL as the Surviving Corporation surviving corporation in the Merger and (c) the Surviving Corporation shall become a wholly wholly-owned Subsidiary of ParentParent (sometimes referred to herein as the “Surviving Corporation”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (International Baler Corp)
The Merger. 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, (a) Merger Sub shall be merged with and into the Company, (b) the separate corporate existence of Merger Sub shall cease cease, and the Company shall will continue its corporate existence under the DGCL as the Surviving Corporation in the Merger and (c) the Surviving Corporation shall become a direct or indirect wholly owned Subsidiary of Parent. The Merger shall be effected under Section 251(h) of DGCL as soon as practicable following consummation of the Offer.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Hill International, Inc.)
The Merger. 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)DGCL and the MBCA, at the Effective Time, (a) the Merger Sub shall be merged with and into the Company, (b) whereupon the separate corporate existence of the Merger Sub shall cease cease, and (b) the Company shall continue its corporate existence under the DGCL as the surviving company in the Merger (the “Surviving Corporation and (cCompany”) the Surviving Corporation shall become as a wholly owned Subsidiary of Parent.
Appears in 1 contract
The Merger. Upon Under the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL (including Section 251(h) of DGCL, pursuant to the DGCL)Merger, at the Effective Time, (a) Merger Sub MergerSub shall be merged with and into the CompanyCompany at the Effective Time. At the Effective Time, (b) the separate corporate existence of Merger Sub MergerSub shall cease cease, and the Company shall continue its corporate existence under the DGCL to exist as the surviving corporation (the “Surviving Corporation Corporation”) and (c) the Surviving Corporation shall become as a wholly owned Subsidiary of Parent. The Merger shall have the effects set forth in this Agreement and in the applicable provisions of the DGCL.
Appears in 1 contract
