The Merger. Upon the terms and subject to the conditions of this Agreement, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of the Merger, the separate existence of Merger Sub shall cease and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”).
Appears in 14 contracts
Samples: Agreement and Plan of Merger (Parsley Energy, Inc.), Agreement and Plan of Merger (Eclipse Resources Corp), Agreement and Plan of Merger (HighPoint Resources Corp)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of , at the MergerEffective Time, Merger Sub shall be merged with and into the Company, and the separate corporate existence of Merger Sub shall cease thereupon cease, and the Company shall continue its existence under the laws of the State of Delaware as be the surviving corporation in the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”).
Appears in 12 contracts
Samples: Agreement and Plan of Merger (J Crew Group Inc), Agreement and Plan of Merger (Cke Restaurants Inc), Agreement and Plan of Merger (Blue Martini Software Inc)
The Merger. Upon At the Effective Time, upon the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, Merger Sub will be merged with Agreement and into the Company in accordance with the applicable provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of , Merger Sub shall be merged with and into the MergerCompany, whereupon the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue its corporate existence under the laws of the State of Delaware law as the surviving corporation in the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”)) and a direct wholly owned subsidiary of Parent.
Appears in 11 contracts
Samples: Agreement and Plan of Merger (Energy Transfer Equity, L.P.), Agreement and Plan of Merger (Mirant Corp), Agreement and Plan of Merger (Energy Transfer Equity, L.P.)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of , at the MergerEffective Time Merger Sub shall be merged with and into the Company, and the separate corporate existence of Merger Sub shall cease thereupon cease, and the Company shall continue its existence under the laws of the State of Delaware as be the surviving corporation in the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”).
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Avaya Inc), Agreement and Plan of Merger (Digimarc Corp), Agreement and Plan of Merger (Jda Software Group Inc)
The Merger. (a) Upon the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, Merger Sub will shall be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of the Merger, whereupon the separate existence of Merger Sub shall cease and the Company shall continue its existence as the Surviving Corporation under the laws Laws of the State of Delaware as the surviving corporation (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”)Delaware.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Railamerica Inc /De), Agreement and Plan of Merger (Railamerica Inc /De), Agreement and Plan of Merger (Fidelity & Guaranty Life)
The Merger. Upon On the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”), on the Closing Date, Merger Sub shall be merged with and into the Company (the “Merger”). As a result of At the MergerEffective Time, the separate corporate existence of Merger Sub shall cease and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation company in the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving CorporationCompany”).
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Centurylink, Inc), Agreement and Plan of Merger (Warnaco Group Inc /De/), Agreement and Plan of Merger (Headwaters Inc)
The Merger. Upon (a) Subject to the terms and subject to the conditions of this Agreement, in accordance with the Delaware General Corporation Law (the “DGCL”), at the Effective Time, Merger Sub will be merged shall merge with and into Company. Company shall be the Surviving Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of the Merger, the separate existence of Merger Sub shall cease and the Company shall continue its existence as a corporation under the laws of the State of Delaware as Delaware. As of the surviving corporation (in such capacityEffective Time, the Company is sometimes referred to herein as the “Surviving Corporation”)separate corporate existence of Merger Sub shall cease.
Appears in 7 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Merrill Lynch & Co Inc), Agreement and Plan of Merger
The Merger. Upon On the terms and subject to the conditions of set forth in this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub will be merged merge with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of the MergerCompany, the separate corporate existence of Merger Sub shall will cease and the Company shall will continue its corporate existence under the laws of the State of Delaware law as the surviving corporation in the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”).
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Obagi Medical Products, Inc.), Agreement and Plan of Merger (Titanium Asset Management Corp), Agreement and Plan of Merger (Cornerstone Therapeutics Inc)
The Merger. Upon the terms and subject to the conditions of this Agreementset forth in Article VII, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”), at the Effective Time, Merger Co shall be merged with and into the Company. As a result of At the MergerEffective Time, the separate corporate existence of Merger Sub Co shall cease and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation of the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”).
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Ss&c Technologies Inc), Agreement and Plan of Merger (Transmontaigne Inc), Agreement and Plan of Merger (Open Solutions Inc)
The Merger. Upon On the terms and subject to the conditions of set forth in this Agreement, and in accordance with the Delaware General Corporation Law (the “DGCL”), at the Effective Time, (a) Merger Sub will be merged merge with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCLMerger”). As a result of the Merger, and (b) the separate corporate existence of Merger Sub shall will cease and the Company shall will continue its corporate existence under the laws of the State of Delaware DGCL as the surviving corporation in the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”).
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Kindred Healthcare, Inc), Agreement and Plan of Merger (Cardtronics Inc), Agreement and Plan of Merger (Golden Enterprises Inc)
The Merger. Upon (a) Subject to the terms and subject to the conditions of this Agreementhereof, at the Effective Time, the Merger Sub will be merged shall merge (the “Merger”) with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of the Merger, whereupon the separate existence of the Merger Sub shall cease cease, and the Company shall continue its existence under the laws of the State of Delaware as be the surviving corporation company (in such capacity, the Company is sometimes referred to herein as the “Surviving CorporationCompany”).
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Dice Holdings, Inc.), Agreement and Plan of Merger (Porch Group, Inc.), Agreement and Plan of Merger (Par Pharmaceutical Companies, Inc.)
The Merger. Upon On the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of , at the MergerEffective Time, Merger Sub will merge with and into the Company, the separate corporate existence of Merger Sub shall will cease and the Company shall will continue its corporate existence under the laws of the State of Delaware law as the surviving corporation in the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”).
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Petsmart Inc), Agreement and Plan of Merger (Ancestry.com Inc.), Agreement and Plan of Merger (Metals Usa Holdings Corp.)
The Merger. Upon At the Effective Time (as defined in Section 2.2) and upon the terms and subject to the conditions of set forth in this Agreement, at Agreement and the Effective Time, Merger Sub will be merged with and into the Company in accordance with the applicable provisions of the General Corporation Law of the State of Delaware (the “"DGCL”"). As a result of , Merger Sub shall be merged with and into the MergerCompany, the separate corporate existence of Merger Sub shall cease and the Company shall continue its existence under as the laws of the State of Delaware surviving corporation. The Company as the surviving corporation (in such capacity, after the Company Merger is hereinafter sometimes referred to herein as the “"Surviving Corporation”)."
Appears in 5 contracts
Samples: Agreement and Plan of Merger and Reorganization (Ikos Systems Inc), Agreement and Plan of Merger and Reorganization (Mentor Graphics Corp), Agreement and Plan of Merger and Reorganization (Mentor Graphics Corp)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”), Merger Sub shall be merged with and into the Company at the Effective Time. As a result of the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation of the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”).
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Trane Inc.), Agreement and Plan of Merger (McKesson Corp), Agreement and Plan of Merger (Premium Standard Farms, Inc.)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, Merger Sub will be merged with Agreement and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”), Merger Sub shall be merged with and into the Company at the Effective Time. As a result of Following the MergerEffective Time, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation in the Merger (in such capacity, the Company is 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 5 contracts
Samples: Agreement and Plan of Merger (Epicor Software Corp), Agreement and Plan of Merger (Activant Solutions Inc /De/), Agreement and Plan of Merger (Intercontinental Exchange, Inc.)
The Merger. Upon the terms and subject to the satisfaction or waiver of the conditions of set forth in this Agreement, and in accordance with the Delaware General Corporation Law (the “DGCL”), at the Effective Time, Merger Sub will shall be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of the MergerCompany, the separate corporate existence of Merger Sub shall cease and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation in the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”).
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Corel Corp), Agreement and Plan of Merger (Borland Software Corp), Agreement and Plan of Merger (Segue Software Inc)
The Merger. Upon Subject to the terms and subject to the conditions of this Agreement, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the Delaware General Corporation Law of the State of Delaware (the “DGCL”), at the Effective Time (as defined in Section 1.2 hereof), Merger Sub shall merge with and into i3, with i3 being the surviving corporation (hereinafter sometimes called the “Surviving Corporation”) in the Merger. As a result Upon consummation of the Merger, the separate corporate existence of Merger Sub shall cease and the Company Surviving Corporation shall continue its existence under the laws to exist as a Delaware corporation, and a wholly owned subsidiary of the State of Delaware as the surviving corporation (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”)ACE*COMM.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Ace Comm Corp), Agreement and Plan of Merger (Ace Comm Corp), Agreement and Plan of Merger (I3 Mobile Inc)
The Merger. Upon At the Effective Time, upon the terms and subject to the conditions of this Agreement, at Agreement and in accordance with the Effective TimeDelaware General Corporation Law (the “DGCL”), Merger Sub will shall be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCLMerger”). As a result of Following the Merger, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Square D Co), Agreement and Plan of Merger (Dial Corp /New/), Agreement and Plan of Merger (Fremont Partners Lp)
The Merger. Upon the terms and subject to the conditions of this Agreementset forth in Article VII, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”), at the Effective Time, Merger Sub shall be merged with and into the Company. As a result of At the MergerEffective Time, the separate corporate existence of Merger Sub shall cease and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation of the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Correctional Services Corp), Agreement and Plan of Merger (Geo Group Inc), Agreement and Plan of Merger (Geo Group Inc)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, Merger Sub will be merged with Agreement and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”), at the Effective Time, Merger Sub shall be merged with and into Pivotal. As a result of Following the Merger, the separate corporate existence of Merger Sub shall cease cease, and the Company Pivotal shall continue its existence under the laws of the State of Delaware as the surviving corporation in the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”)) and a wholly-owned subsidiary of VMware.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Pivotal Software, Inc.), Agreement and Plan of Merger (Vmware, Inc.), Agreement and Plan of Merger (Dell Technologies Inc)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement, and in accordance with the provisions of the Delaware General Corporation Law (the “DGCL”), at the Effective Time, Merger Sub will shall be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of the MergerCompany, the separate corporate existence of Merger Sub shall cease thereupon cease, and the Company shall continue its existence under be the laws of surviving corporation in the State of Delaware Merger. The Company, as the surviving corporation (in such capacityafter the Merger, the Company is sometimes hereinafter referred to herein as the “Surviving Corporation”).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Momentive Performance Materials Inc.), Agreement and Plan of Merger (Abbott Laboratories), Agreement and Plan of Merger (Momentive Performance Materials Inc.)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, Merger Sub will be merged with Agreement and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “"DGCL”"), Merger Sub shall be merged with and into the Company as of the Effective Time pursuant to Section 251 of the DGCL. As a result of the MergerEffective Time, the separate corporate existence of Merger Sub shall cease thereupon cease, and the Company shall continue its existence under the laws of the State of Delaware as be the surviving corporation in the Merger (in such capacity, the Company is sometimes referred to herein as the “"Surviving Corporation”").
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Jones Apparel Group Inc), Agreement and Plan of Merger (Barneys New York Inc), Agreement and Plan of Merger (Cimnet Inc/Pa)
The Merger. Upon On the terms and subject to the conditions of set forth in this Agreement, at and in accordance with the Effective TimeDelaware General Corporation Law (the “DGCL”), Merger Sub will be merged with and into the Company in accordance with at the provisions of Effective Time. At the General Corporation Law of the State of Delaware (the “DGCL”). As a result of the MergerEffective Time, the separate corporate existence of Merger Sub shall cease will cease, and the Company shall will continue its existence under the laws of the State of Delaware as the surviving corporation (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”)) and will 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 (Solutia Inc), Agreement and Plan of Merger (Fusion Connect, Inc.), Agreement and Plan of Merger (Eastman Chemical Co)
The Merger. Upon At the Effective Time (as defined below) and upon the terms and subject to the conditions of this Agreement, at the Effective Time, Merger Sub will be merged with Agreement and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”), Merger Sub shall be merged with and into the Company (the “Merger”). As a result of Following the Merger, the Company shall continue as the surviving corporation (the “Surviving Corporation”) and the separate corporate existence of Merger Sub shall cease and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”)cease.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Improvenet Inc), Agreement and Plan of Merger (Pharmion Corp), Agreement and Plan of Merger (Santarus Inc)
The Merger. Upon Subject to the terms and subject to the conditions of this Agreement, in accordance with the Delaware General Corporation Law (the “DGCL”), at the Effective Time, Merger Sub will be merged shall merge with and into the Company. The Company shall be the Surviving Corporation in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of the Merger, the separate existence of Merger Sub shall cease and the Company shall continue its corporate existence under the laws of the State of Delaware as a wholly owned subsidiary of Parent. Upon consummation of the surviving corporation (in such capacityMerger, the Company is sometimes referred to herein as the “Surviving Corporation”)separate corporate existence of Merger Sub shall terminate.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Fiserv Inc), Agreement and Plan of Merger (First Data Corp), Agreement and Plan of Merger (Fidelity National Information Services, Inc.)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of , at the MergerEffective Time (as defined below) Merger Sub shall be merged with and into the Company, and the separate corporate existence of Merger Sub shall cease thereupon cease, and the Company shall continue its existence under the laws of the State of Delaware as be the surviving corporation in the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Getty Images Inc), Agreement and Plan of Merger (Duratek Inc), Agreement and Plan of Merger (EnergySolutions, Inc.)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “"DGCL”"). As a result of the Merger, the separate existence of Merger Sub shall cease be merged with and into the Company at the Effective Time. Following the Effective Time, the Company shall continue its existence under the laws of the State of Delaware as be the surviving corporation (in such capacity, the "Surviving Corporation") and shall succeed to and assume all the rights and obligations of the Company is sometimes referred to herein as in accordance with the “Surviving Corporation”)DGCL.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Horizon Organic Holding Corp), Agreement and Plan of Merger (Dean Foods Co/), Agreement and Plan of Merger (Printcafe Software Inc)
The Merger. Upon In accordance with the terms and subject to the conditions provisions of this Agreement, at the Effective Time, the Merger Sub will be merged (the “Merger”) with and into the Company in accordance with the provisions of the Delaware General Corporation Law of the State of Delaware (the “DGCL”). As a result of Following the Merger, the separate existence of Merger Sub shall cease and the Company shall will continue its existence under the laws of the State of Delaware as the surviving corporation and a wholly-owned subsidiary of the Purchaser (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”), and the separate corporate existence of the Merger Sub will cease.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Himax Technologies, Inc.), Agreement and Plan of Merger, Agreement and Plan of Merger (PLX Technology Inc)
The Merger. Upon On the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”), Merger Sub shall be merged with and into the Company at the Effective Time. As a result of At the MergerEffective Time, the separate corporate existence of Merger Sub shall cease and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Nielsen Holdings N.V.), Agreement and Plan of Merger (Global Defense Technology & Systems, Inc.), Agreement and Plan of Merger (Arbitron Inc)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of , at the MergerEffective Time Merger Sub shall be merged with and into the Company, and the separate corporate existence of Merger Sub shall cease thereupon cease, and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation in the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Dell Inc), Agreement and Plan of Merger (Quest Software Inc), Agreement and Plan of Merger (Quest Software Inc)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement, and in accordance with the General Corporation Law of the State of Delaware (the “DGCL”), at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”)Company. As a result of Following the Merger, the separate corporate existence of Merger Sub shall will cease and the Company shall will continue its corporate existence under the laws of the State of Delaware DGCL as the surviving corporation in the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Interactive Data Holdings Corp), Agreement and Plan of Merger (Interactive Data Corp/Ma/), Agreement and Plan of Merger (National Financial Partners Corp)
The Merger. Upon On the terms and subject to the conditions of set forth in this Agreement, at and in accordance with the Effective TimeDelaware General Corporation Law (the “DGCL”), Merger Sub will shall be merged with and into the Company in accordance with at the provisions of Effective Time. At the General Corporation Law of the State of Delaware (the “DGCL”). As a result of the MergerEffective Time, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation (in such capacity, the Company is sometimes “Surviving Corporation”). The Merger and the other transactions contemplated by this Agreement are referred to herein as the “Surviving CorporationTransactions”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Anixter International Inc), Agreement and Plan of Merger (Anixter International Inc), Agreement and Plan of Merger (Anixter International Inc)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of , at the Effective Time, Merger Sub shall be merged with and into the Company (the “Merger”), the separate corporate existence of Merger Sub shall cease thereupon cease, and the Company shall continue its existence under be the laws of surviving corporation in the State of Delaware Merger. The Company, as the surviving corporation (in such capacityafter the Merger, the Company is sometimes hereinafter referred to herein as the “Surviving Corporation”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Hawaiian Telcom Holdco, Inc.), Agreement and Plan of Merger (Cincinnati Bell Inc), Agreement and Plan of Merger (Cincinnati Bell Inc)
The Merger. Upon the terms and subject to the conditions of this Agreement, at the Effective Time, Merger Sub will be merged with and into the Company in (a) In accordance with the provisions of this Agreement and the General Corporation Law of the State of Delaware (the “DGCL”). As a result of , at the Effective Time, Merger Sub shall be merged with and into the Company (the “Merger”), whereupon the separate existence of Merger Sub shall cease and the Company shall continue its existence under the laws of the State of Delaware as be the surviving corporation (in such capacity, the Company is hereinafter sometimes referred to herein as called the “Surviving Corporation”)) in the Merger and a wholly owned subsidiary of Parent.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Symmetricom Inc), Employment Agreement (Vfinance Inc), Employment Agreement (National Holdings Corp)
The Merger. Upon On the terms and subject to the conditions of set forth in this Agreement, at and in accordance with the Effective TimeDelaware General Corporation Law (“DGCL”), Merger Sub will shall be merged with and into Target at the Company in accordance with Effective Time. At the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of the MergerEffective Time, the separate existence of Merger Sub shall cease and the Company Target shall continue its existence under the laws of the State of Delaware as the surviving corporation company (in such capacitythe “Surviving Company”). The Merger, the Company is sometimes payment of the Merger Consideration in connection with the Merger and the other transactions contemplated by this Agreement are referred to herein as the “Surviving CorporationTransactions.”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Cornell Companies Inc), Agreement and Plan of Merger (Geo Group Inc), Agreement and Plan of Merger (Cornell Companies Inc)
The Merger. Upon Subject to the terms of this Agreement and subject to the conditions of this Agreementset forth in Article VII, and in accordance with the Delaware General Corporation Law (the "DGCL"), at the Effective Time, Merger Sub the Company will be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of the MergerMerger Sub, the separate corporate existence of the Company will cease and Merger Sub shall cease and the Company shall will continue its existence under the laws of the State of Delaware as the surviving corporation of the Merger (in such capacity, the Company is sometimes referred to herein as the “"Surviving Corporation”").
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Dex Media Inc), Agreement and Plan of Merger (R H Donnelley Corp), Agreement and Plan of Merger (Dex Media West LLC)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement, and in accordance with the Delaware General Corporation Law (as amended, the “DGCL”), at the Effective Time, Company shall merge with Merger Sub will be merged with Sub, and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of the Merger, the separate corporate existence of Merger Sub shall cease thereupon cease, and the Company shall continue its existence under the laws of the State of Delaware as be the surviving corporation in the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Perfumania Holdings, Inc.), Agreement and Plan of Merger (Perfumania Holdings, Inc.), Agreement and Plan of Merger (Parlux Fragrances Inc)
The Merger. Upon On the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of , at the MergerEffective Time (as hereinafter defined), Merger Sub will merge with and into the Company, the separate corporate existence of Merger Sub shall will cease and the Company shall will continue its corporate existence under the laws of the State of Delaware law as the surviving corporation in the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Tribune Co), __________________________________________________________________________________________________________________________ Agreement and Plan of Merger (Ceridian Corp /De/), Agreement and Plan of Merger (Comdata Network, Inc. Of California)
The Merger. Upon the terms and subject to the conditions of this Agreement, at the Effective TimeTime (as defined in Section 1.2), Merger Sub will be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “"DGCL”"). As a result of , the Merger, Company shall be merged with and into Merger Sub in accordance with this Agreement and the separate existence of the Company shall cease. Merger Sub shall cease and the Company shall continue its existence under the laws of the State of Delaware as be the surviving corporation in the Merger (in such capacity, the Company is hereinafter sometimes referred to herein as the “"Surviving Corporation”").
Appears in 3 contracts
Samples: Agreement and Plan of Merger (HMC Acquisition Corp /De/), Agreement and Plan of Merger (Somatogen Inc), Agreement and Plan of Merger (Heritage Media Corp)
The Merger. Upon On the terms and subject to the conditions of set forth in this Agreement, at and in accordance with the Effective TimeDelaware General Corporation Law (the “DGCL”), Merger Sub will shall be merged with and into the Company in accordance with at the provisions of Effective Time. At the General Corporation Law of the State of Delaware (the “DGCL”). As a result of the MergerEffective Time, the separate corporate existence of Merger Sub shall cease and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Sparta Inc /De), Agreement and Plan of Merger (Hisamitsu U.S., Inc.), Agreement and Plan of Merger (Noven Pharmaceuticals Inc)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement, at and in accordance with the Effective TimeDelaware General Corporation Law (the "DGCL"), Merger Sub will shall be merged with and into the Company in accordance with at the provisions of the General Corporation Law of the State of Delaware (the “DGCL”)Effective Time. As a result of Following the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation (in such capacity, the Company is sometimes referred to herein as the “"Surviving Corporation”").
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Pharmacia Corp /De/), Agreement and Plan of Merger (Procter & Gamble Co), Agreement and Plan of Merger (Pfizer Inc)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of , at the MergerEffective Time, (a) Merger Sub will be merged with and into Xxxx-Xxxxx and (b) the separate existence of Merger Sub shall will cease and the Company shall continue its existence under the laws of the State of Delaware as Xxxx-Xxxxx will be the surviving corporation of the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Spartan Stores Inc), Agreement and Plan of Merger (Nash Finch Co), Agreement and Plan of Merger (Nash Finch Co)
The Merger. Upon (a) Subject to the terms and subject to the conditions of this Agreementhereof, at the Effective Time, Merger Sub will be merged shall merge (the “Merger”) with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of the Merger, whereupon the separate existence of Merger Sub shall cease cease, and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Fluidigm Corp), Agreement and Plan of Merger (Amicus Therapeutics Inc), Agreement and Plan of Merger (Capnia, Inc.)
The Merger. Upon At the Effective Time, upon the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, Merger Sub will be merged with Agreement and into the Company in accordance with the applicable provisions of the General Corporation Law of the State of Delaware (as in effect from time to time, the “DGCL”). As a result of , Merger Sub shall be merged with and into the MergerCompany, whereupon the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue its corporate existence under the laws of the State of Delaware DGCL as the surviving corporation entity in the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (NewPage Holdings Inc.), Agreement and Plan of Merger (Verso Paper Corp.), Agreement and Plan of Merger
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, Merger Sub will be merged with Agreement and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”), at the Effective Time, Merger Sub shall be merged with and into the Company. As a result of Following the Merger, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation in the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”)) and a wholly-owned subsidiary of Parent.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Aruba Networks, Inc.), Agreement and Plan of Merger (CKX, Inc.), Agreement and Plan of Merger (Hewlett Packard Co)
The Merger. Upon the terms and subject to the conditions of set ---------- forth in this Agreement, at and in accordance with the Effective TimeDelaware General Corporation Law (the "DGCL"), Merger Sub will shall be merged with and into the Company in accordance with at the provisions of the General Corporation Law of the State of Delaware (the “DGCL”)Effective Time. As a result of Following the Merger, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation (in such capacity, the Company is sometimes referred to herein as "SURVIVING CORPORATION") under the “Surviving Corporation”).name "Triangle Pacific Corp."
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Armstrong World Industries Inc), Agreement and Plan of Merger (Armstrong World Industries Inc), Agreement and Plan of Merger (Triangle Pacific Corp)
The Merger. Upon On the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of , at the Effective Time, Merger Sub will merge with and into the Company (the “Merger”), the separate corporate existence of Merger Sub shall will cease and the Company shall will continue its corporate existence under the laws of the State of Delaware law as the surviving corporation in the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Triad Hospitals Inc), Agreement and Plan of Merger (Triad Hospitals Inc), Agreement and Plan of Merger (Community Health Systems Inc)
The Merger. Upon the terms and subject to the conditions of this Agreement, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the Delaware General Corporation Law of the State of Delaware (the “DGCL”). As a result of , at the MergerEffective Time (as defined in Section 1.2), Merger Sub shall merge with and into the Company, whereupon the separate corporate existence of Merger Sub shall cease cease. The Company shall be the surviving corporation (hereinafter sometimes referred to as the “Surviving Company”) in the Merger, and the Company shall continue its corporate existence under the laws Laws (as defined in Section 4.3(b)) of the State of Delaware as the surviving corporation (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”)Delaware.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Schwab Charles Corp), Agreement and Plan of Merger (Ediets Com Inc), Agreement and Plan of Merger (optionsXpress Holdings, Inc.)
The Merger. Upon the terms and subject to the conditions of this Agreementset forth in Article VII, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “"DGCL”"), at the Effective Time, Merger Sub shall be merged with and into the Company. As a result of At the MergerEffective Time, the separate corporate existence of Merger Sub shall cease and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation of the Merger (in such capacity, the Company is sometimes referred to herein as the “"Surviving Corporation”").
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Boca Resorts Inc), Agreement and Plan of Merger (Huizenga H Wayne), Agreement and Plan of Merger (Extended Stay America Inc)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”), Merger Sub shall be merged with and into the Company at the Effective Time (the “Merger”). As a result of Following the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Contango Oil & Gas Co), Agreement and Plan of Merger (Wyeth), Agreement and Plan of Merger (Crimson Exploration Inc.)
The Merger. Upon At the Effective Time and upon the terms and subject to the conditions of set forth in this Agreement, at Agreement and the Effective Time, Merger Sub will be merged with and into the Company in accordance with the applicable provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of , Merger Sub shall be merged with and into the MergerCompany, whereupon the separate corporate existence of Merger Sub shall cease and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”)) and as a wholly-owned subsidiary of Parent.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (AOL Inc.), Agreement and Plan of Merger (Getty Images Inc), Agreement and Plan of Merger and Reorganization (Knot Inc)
The Merger. Upon On the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”), on the Closing Date, Merger Sub shall be merged with and into the Company. As a result of At the MergerEffective Time, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation company in the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving CorporationCompany”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (CMC Materials, Inc.), Agreement and Plan of Merger (CMC Materials, Inc.), Agreement and Plan of Merger (Entegris Inc)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement, and in accordance with the Delaware General Corporation Law (the "DGCL"), at the Effective Time, the Merger Sub will shall be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of the MergerCompany, the separate corporate existence of the Merger Sub shall cease thereupon cease, and the Company shall be the successor or surviving corporation and shall continue its existence under the laws of the State of Delaware Delaware. The Company, as the surviving corporation (in such capacityafter the consummation of the Merger, the Company is sometimes hereinafter referred to herein as the “Surviving Corporation”)"SURVIVING CORPORATION."
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Divine Inc), Agreement and Plan of Merger (Open Market Inc), Agreement and Plan of Merger (Open Market Inc)
The Merger. Upon Subject to the terms and subject to the conditions of this Agreement, in accordance with the Delaware General Corporation Law (the “DGCL”), at the Effective Time, Merger Sub will be merged shall merge with and into Discover pursuant to this Agreement. Discover shall be the Surviving Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of the Merger, the separate existence of Merger Sub shall cease and the Company shall continue its corporate existence under the laws of the State of Delaware as Delaware. Upon consummation of the surviving corporation (in such capacityMerger, the Company is sometimes referred to herein as the “Surviving Corporation”)separate corporate existence of Merger Sub shall terminate.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Discover Financial Services), Agreement and Plan of Merger (Capital One Financial Corp), Agreement and Plan of Merger
The Merger. Upon On the terms and subject to the conditions of set forth in this Agreement, at and in accordance with the Effective TimeDelaware General Corporation Law (the “DGCL”), Merger Sub will shall be merged with and into the Company in accordance with at the provisions of Effective Time. At the General Corporation Law of the State of Delaware (the “DGCL”). As a result of the MergerEffective Time, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation (in such capacity, Surviving Corporation. The Merger and the Company is sometimes other transactions contemplated by this Agreement are referred to herein as the “Surviving CorporationTransactions”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Anixter International Inc), Agreement and Plan of Merger (Wesco International Inc), Agreement and Plan of Merger (Wesco International Inc)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”), at the Effective Time, Merger Sub shall be merged with and into the Company, whereupon the separate existence of Merger Sub will cease and the Company shall continue as the surviving corporation (the “Surviving Corporation”). As a result of the Merger, the separate existence Surviving Corporation shall become a wholly-owned Subsidiary of Merger Sub shall cease and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”)Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Albemarle Corp), Agreement and Plan of Merger (Rockwood Holdings, Inc.)
The Merger. Upon the terms and subject to the conditions of this AgreementAgreement and in accordance with the applicable provisions of the Delaware General Corporation Law (the “DGCL”), at the Effective TimeTime (as hereinafter defined), Merger Sub will shall be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”)Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease to exist and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation of the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Globalscape Inc), Agreement and Plan of Merger (Globalscape Inc)
The Merger. Upon At the Effective Time, upon the terms and subject to the conditions of set forth in this Agreement, at Agreement and in accordance with the Effective TimeDelaware General Corporation Law (the “DGCL”), Merger Sub will shall be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of the MergerCompany, whereupon the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation company in the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”)) and a wholly owned subsidiary of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hallwood Trust /Tx/), Agreement and Plan of Merger (Hallwood Group Inc)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of , at the MergerEffective Time (as defined below), Merger Sub shall be merged with and into the Company, and the separate corporate existence of Merger Sub shall cease thereupon cease, and the Company shall continue its existence under the laws of the State of Delaware as be the surviving corporation in the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hanover Direct Inc), Agreement and Plan of Merger (Rural/Metro Corp /De/)
The Merger. Upon the terms and subject to the conditions of this Agreementset forth in Article VII, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “"DGCL”"), at the Effective Time, the Company shall be merged with and into Merger Sub. As a result of At the MergerEffective Time, the separate corporate existence of the Company shall cease and Merger Sub shall cease and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation entity of the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”"SURVIVING COMPANY").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Prime Hospitality Corp), Agreement and Plan of Merger (Prime Hospitality Corp)
The Merger. Upon Subject to the terms and subject to the conditions of this Agreement, in accordance with the Delaware General Corporation Law (the “DGCL”), at the Effective Time, Merger Sub will be merged shall merge with and into the Company. The Company shall be the Surviving Corporation in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of the Merger, the separate existence of Merger Sub shall cease and the Company and, except as set forth in this Article I, shall continue its corporate existence under the laws of the State of Delaware as unaffected by the surviving corporation (in such capacityMerger. Upon consummation of the Merger, the Company is sometimes referred to herein as the “Surviving Corporation”)separate corporate existence of Merger Sub shall terminate.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Yodlee Inc), Agreement and Plan of Merger (Envestnet, Inc.)
The Merger. Upon On the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of , at the MergerEffective Time Merger Sub shall be merged with and into the Company, and the separate corporate existence of Merger Sub shall cease thereupon cease, and the Company shall continue its existence under the laws of the State of Delaware as be the surviving corporation in the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (GLG Partners, Inc.), Agreement and Plan of Merger (Sage Summit LP)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement, at and in accordance with the Effective TimeDelaware General Corporation Law (the “DGCL”), Merger Sub will Sub2 shall be merged with and into the Company in accordance with at the provisions of Effective Time. Following the General Corporation Law of the State of Delaware (the “DGCL”). As a result of the MergerEffective Time, the separate corporate existence of Merger Sub Sub2 shall cease and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”)) and shall succeed to and assume all the rights and obligations of Merger Sub2 in accordance with the DGCL.
Appears in 2 contracts
Samples: Agreement (HowStuffWorks, Inc.), And (Howstuffworks Inc)
The Merger. Upon On the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, Merger Sub will shall be merged with and into the Company Company, in accordance with the provisions of the Delaware General Corporation Law of the State of Delaware (the “DGCL”). As a result of the Merger, and the separate corporate existence of Merger Sub shall cease and the cease. The Company shall continue its existence under the laws of the State of Delaware as be the surviving corporation in the Merger (in such capacity, the Company is sometimes hereinafter referred to herein as the “Surviving Corporation”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Altria Group, Inc.), Agreement and Plan of Merger (Ust Inc)
The Merger. Upon the terms and subject to the conditions of this Agreement, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of , at the Effective Time, Merger Sub shall be merged with and into the Company (the “Merger, ”) and the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue its existence under the laws of the State of Delaware as be the surviving corporation in the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”)) and shall become a wholly-owned Subsidiary of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (First Advantage Corp), Agreement and Plan of Merger (Sterling Check Corp.)
The Merger. Upon (a) Subject to the terms and subject to the conditions of this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub will Subsidiary shall be merged (the "Merger") with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of the MergerCompany, whereupon the separate existence of Merger Sub Subsidiary shall cease cease, and the Company shall be the surviving corporation (the "Surviving Corporation") and shall continue its existence under to be governed by the laws of the State of Delaware as the surviving corporation (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”)Delaware.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cellular Communications of Puerto Rico Inc /De/), Agreement and Plan of Merger (Clientlogic Corp)
The Merger. (a) Upon the terms and subject to the conditions hereof, and in accordance with the provisions of this Agreement, at the Effective TimeDelaware General Corporation Law (the “DGCL”), Merger Sub will shall be merged with and into the Company in accordance with at the provisions of the General Corporation Law of the State of Delaware (the “DGCL”)Effective Time. As a result of Following the Merger, the separate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation (the “Surviving Corporation”) and shall continue its corporate existence under the laws of the State of Delaware as Delaware, and the surviving corporation (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”)separate corporate existence of Merger Sub shall cease.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Agrium Inc), Agreement and Plan of Merger (Uap Holding Corp)
The Merger. Upon (a) Subject to the terms and subject to the conditions of this Agreementhereof, at the Effective Time, Merger Sub will be merged shall merge (the “Merger”) with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of the Merger, whereupon the separate existence of Merger Sub shall cease cease, and the Company shall continue its existence under the laws of the State of Delaware as be the surviving corporation company (in such capacity, the Company is sometimes referred to herein as the “Surviving CorporationCompany”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sun Life Financial Inc), Agreement and Plan of Merger
The Merger. Upon the terms and subject to the terms and conditions of this Agreement, at the Effective Time, Merger Sub will be merged Subsidiary shall merge with and into the Company in accordance with at the provisions of Effective Time. From and after the General Corporation Law of the State of Delaware (the “DGCL”). As a result of the MergerEffective Time, the separate corporate existence of Merger Sub shall cease and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation Surviving Corporation. The Merger shall have the effects set forth in the Delaware General Corporation Law (in such capacity, the Company is sometimes referred to herein as the “Surviving CorporationDGCL”).
Appears in 2 contracts
Samples: Merger Agreement (CDC Software CORP), Merger Agreement (CDC Corp)
The Merger. Upon (a) Subject to the terms and subject to the conditions of this Agreementhereof, at the Effective Time, the Merger Sub will be merged merge with and into the Company (the “Merger”) in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of the Merger, whereupon the separate existence of the Merger Sub shall cease will cease, and the Company shall continue its existence under the laws of the State of Delaware as will be the surviving corporation company (in such capacity, the Company is sometimes referred to herein as the “Surviving CorporationCompany”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hennessy Capital Acquisition Corp II), Agreement and Plan of Merger (Hennessy Capital Acquisition Corp II)
The Merger. Upon the terms and subject to the conditions of this Agreementhereof, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result , Merger Sub shall be merged with and into the Company as soon as practicable following the satisfaction or waiver, if permissible, of the Merger, conditions set forth in ARTICLE VI hereof. Following the Merger the Company shall continue as the surviving corporation (the “Surviving Corporation”) and the separate corporate existence of Merger Sub shall cease and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”)cease.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Infousa Inc), Agreement and Plan of Merger (Opinion Research Corp)
The Merger. Upon Subject to the terms and subject to the conditions of this Agreement, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the Delaware General Corporation Law of the State of Delaware (the “"DGCL”"), at the Effective Time (as defined in Section 1.2 hereof), Merger Sub shall merge into Edify, with Edify being the surviving corporation (hereinafter sometimes called the "Surviving Corporation") in the Merger. As a result Upon consummation of the Merger, the separate corporate existence of Merger Sub shall cease and the Company Surviving Corporation shall continue its existence under the laws to exist as a Delaware corporation, and a wholly owned subsidiary of the State of Delaware as the surviving corporation (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”)S1.
Appears in 2 contracts
Samples: Stockholder Agreement (Edify Corp), Stockholder Agreement (Security First Technologies Corp)
The Merger. Upon the terms and subject to the conditions of this Agreement, at the Effective TimeTime in accordance with the DGCL, Merger Sub will shall be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of the Merger, and the separate existence of Merger Sub shall cease and the thereupon cease. Company shall continue its existence under the laws of the State of Delaware and, in its capacity as the surviving corporation (in such capacitythe Merger, the Company is hereinafter sometimes referred to herein as the “"Surviving Corporation”)."
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Kulicke & Soffa Industries Inc), Agreement and Plan of Merger (Kulicke & Soffa Industries Inc)
The Merger. (a) Upon the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, Merger Sub will Subsidiary shall be merged (the "Merger") with and into the Company in accordance with the provisions of the Delaware General Corporation Law of the State of Delaware (the “"DGCL”"). As a result of the Merger, whereupon the separate existence of Merger Sub Subsidiary shall cease cease, and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation (in such capacity, the Company is sometimes referred to herein as the “"Surviving Corporation”").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Zuckerman Mortimer B), Agreement and Plan of Merger (Snyder Communications Inc)
The Merger. (a) Upon the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, the Merger Sub will be merged shall merge with and into the Company in accordance with the provisions of the Delaware General Corporation Law of the State of Delaware (as amended, the “DGCL”). As a result of the Merger, whereupon the separate existence of the Merger Sub shall cease and the Company shall continue its existence under the laws of the State of Delaware as be the surviving corporation (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”)) and a wholly owned subsidiary of the Purchaser.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Caci International Inc /De/), Agreement and Plan of Merger (SITEL Worldwide Corp)
The Merger. Upon At the Effective Time, upon the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, Merger Sub will be merged with Agreement and into the Company in accordance with the applicable provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of , Merger Sub shall be merged with and into the MergerCompany, whereupon the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue its corporate existence under the laws of the State of Delaware law as the surviving corporation in the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”)) and a direct wholly-owned subsidiary of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (NRG Energy, Inc.), Agreement and Plan of Merger (GenOn Energy, Inc.)
The Merger. Upon (a) Subject to the terms and subject to the conditions of this Agreement, in accordance with the Delaware General Corporation Law (the "DGCL"), at the Effective Time, Merger Sub will be merged shall merge with and into Company. Company shall be the Surviving Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of the Merger, the separate existence of Merger Sub shall cease and the Company shall continue its existence as a corporation under the laws of the State of Delaware as Delaware. As of the surviving corporation (in such capacityEffective Time, the Company is sometimes referred to herein as the “Surviving Corporation”)separate corporate existence of Merger Sub shall cease.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Bear Stearns Companies Inc)
The Merger. Upon Subject to the terms and subject to the conditions of this Agreement, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the Delaware General Corporation Law of the State of Delaware (the “"DGCL”"), at the Effective Time (as defined in Section 1.2 hereof), Merger Sub shall merge with and into Subject Company. As a result of Subject Company shall be the surviving corporation (hereinafter sometimes called the "Surviving Corporation") in the Merger, the separate existence of Merger Sub shall cease and the Company shall continue its corporate existence under the laws of the State of Delaware as Delaware. The name of the surviving corporation (in such capacitySurviving Corporation shall be Eleven Acquisition Corp. Upon consummation of the Merger, the Company is sometimes referred to herein as the “Surviving Corporation”)separate corporate existence of Merger Sub shall terminate.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (First Interstate Bancorp /De/), Agreement and Plan of Merger (First Interstate Bancorp /De/)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement, at Agreement and in accordance with the Effective TimeDelaware General Corporation Law (the “DGCL”), Merger Sub will shall be merged with and into the Company in accordance with at the provisions of Effective Time. Following the General Corporation Law of the State of Delaware (the “DGCL”). As a result of the MergerEffective Time, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation entity in the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving CorporationEntity”)) in accordance with the DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mgi Pharma Inc), Agreement and Plan of Merger (Guilford Pharmaceuticals Inc)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement, at and in accordance with the Effective TimeDelaware General Corporation Law (“DGCL”), Merger Sub will shall be merged with and into Company at the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”)Effective Time. As a result Upon consummation of the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Amerigroup Corp), Agreement and Plan of Merger (Wellpoint, Inc)
The Merger. 2.1.1. Upon the terms and subject to the conditions of this Agreement, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the Delaware General Corporation Law of the State of Delaware (the “DGCL”). As a result of the Merger, whereupon the separate existence of Merger Sub shall cease will cease, and the Company shall continue its existence under the laws of the State of Delaware as will be the surviving corporation (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Amn Healthcare Services Inc), Agreement and Plan of Merger (Providence Service Corp)
The Merger. Upon the terms and subject to the conditions of this Agreement, at the Effective TimeTime (as defined below), Merger Sub will shall be merged with and into the Company in accordance with this Agreement, and the provisions separate corporate existence of Merger Sub shall thereupon cease. The Company shall be the surviving corporation in the Merger (sometimes hereinafter referred to as the "Surviving Corporation"). The Merger shall have the effects specified in the General Corporation Law of the State of Delaware (the “"DGCL”). As a result of the Merger, the separate existence of Merger Sub shall cease and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”").
Appears in 2 contracts
Samples: Recapitalization Agreement (Readers Digest Association Inc), Recapitalization Agreement (Readers Digest Association Inc)
The Merger. Upon the terms and subject to the conditions of this Agreementhereof, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware Delaware, as amended (the “DGCL”), Merger Sub shall be merged with and into the Company at the Effective Time (as hereinafter defined). As a result of Following the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation (in such capacity, the Company is 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 2 contracts
Samples: Agreement and Plan of Merger (Idt Corp), Agreement and Plan of Merger (Net2phone Inc)
The Merger. Upon (a) Subject to the terms and subject to the conditions of this Agreement, at the Effective TimeTime (as defined below), Merger Sub will shall be merged upon the terms and subject to the conditions hereof with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware Delaware, as amended (the “"DGCL”"). As a result of the Merger, whereupon the separate existence of Merger Sub shall cease cease, and the Company shall continue its existence under be the laws of surviving corporation. The corporation surviving the State of Delaware Merger is sometimes hereinafter referred to as the surviving corporation (in such capacity, the Company is sometimes referred to herein as the “"Surviving Corporation”)".
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mark Iv Industries Inc), Agreement and Plan of Merger (Miv Acquition Corp)
The Merger. Upon On the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of , at the Effective Time, (a) Merger Sub will merge with and into the Company (the “Merger”), and (b) the separate corporate existence of Merger Sub shall will cease and the Company shall will continue its corporate existence under the laws of the State of Delaware DGCL as the surviving corporation in the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Baldwin Technology Co Inc), Agreement and Plan of Merger (Edgen Group Inc.)
The Merger. Upon the terms and subject to the conditions of this Agreement, at and in accordance with the Effective Timeprovisions of the Delaware General Corporation Law (the “DGCL”), Merger Sub will shall be merged with and into the Company in accordance with at the provisions of the General Corporation Law of the State of Delaware (the “DGCL”)Effective Time. As a result of the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue its existence as a wholly owned subsidiary of Buyer under the laws of the State of Delaware Delaware. The Company, in its capacity as the corporation surviving corporation (in such capacitythe Merger, the Company is hereinafter sometimes referred to herein as the “Surviving Corporation.”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Instinet Group Inc), Agreement and Plan of Merger (Nasdaq Stock Market Inc)
The Merger. (a) Upon the terms and subject to the conditions of this Agreement, at the Effective Time, Merger Sub will be merged with hereof and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of , at the Effective Time, Merger Sub shall be merged (the “Merger”) with and into the Company, whereupon the separate existence of Merger Sub shall cease cease, and the Company shall continue its existence under the laws of the State of Delaware as be the surviving corporation (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Symbion Inc/Tn), Agreement and Plan of Merger (Actua Corp)
The Merger. Upon the terms and subject to the conditions of this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub will shall be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of the MergerCompany, whereupon the separate existence of Merger Sub shall cease cease, and the Company shall continue its existence under the name “SP Plus Corporation” as the surviving corporation (the “Surviving Corporation”) and shall continue to be governed by the laws of the State of Delaware as the surviving corporation (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”)Delaware.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (SP Plus Corp), Agreement and Plan of Merger (SP Plus Corp)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement, and in accordance with the Delaware General Corporation Law (the "DGCL"), at the Effective Time, Merger Sub will shall be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of the MergerCompany, the separate corporate existence of Merger Sub shall thereupon cease and the Company shall continue its existence under be the laws of the State of Delaware successor or surviving corporation. The Company, as the surviving corporation (in such capacityafter the consummation of the Merger, the Company is sometimes hereinafter referred to herein as the “"Surviving Corporation”)."
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Divine Inc), Agreement and Plan of Merger and Reorganization (Rowecom Inc)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions of set forth in this Agreement, and in accordance with the Delaware General Corporation Law (the “DGCL”), at the Effective Time, Merger Sub will shall be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”)Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation of the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Watson Pharmaceuticals Inc), Agreement and Plan of Merger (Andrx Corp /De/)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “"DGCL”"). As a result of , at the MergerEffective Time Merger Sub shall be merged with and into the Company, and the separate corporate existence of Merger Sub shall cease thereupon cease, and the Company shall continue its existence under the laws of the State of Delaware as be the surviving corporation in the Merger (in such capacity, the Company is sometimes referred to herein as the “"Surviving Corporation”").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Warburg Pincus Private Equity IX, L.P.), Agreement and Plan of Merger (L-1 Identity Solutions, Inc.)
The Merger. Upon the terms and subject to the conditions of this Agreement, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of the Merger, the separate existence of Merger Sub shall cease and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (WildHorse Resource Development Corp), Agreement and Plan of Merger (Chesapeake Energy Corp)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement, and in accordance with the Delaware General Corporation Law (the “DGCL”), at the Effective Time, Merger Sub will shall be merged with and into the Company in accordance with Company. At the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of the MergerEffective Time, the separate corporate existence of Merger Sub shall cease and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Audiocodes LTD), Agreement and Plan of Merger (Audiocodes LTD)
The Merger. Upon the terms and subject to the conditions of this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub will shall be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of the MergerCompany, whereupon the separate existence of Merger Sub shall cease cease, and the Company shall continue its existence under the name “TheStreet, Inc.” as the surviving corporation (the “Surviving Corporation”) and shall continue to be governed by the laws of the State of Delaware as the surviving corporation (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”)Delaware.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Thestreet, Inc.), Agreement and Plan of Merger (theMaven, Inc.)
The Merger. Upon the terms and subject to the conditions of this Agreement, at the Effective Time, Merger Sub the Company will be merged with and into the Company Merger Sub in accordance with the provisions of the Delaware Limited Liability Company Act (the “DLLCA”) and the Maryland General Corporation Law of the State of Delaware (the “DGCLMGCL”). As a result of the Merger, the separate existence of Merger Sub the Company shall cease and the Company Merger Sub shall continue its existence under the laws Laws of the State of Delaware as the surviving corporation limited liability company of the Merger (in such capacity, the Company Merger Sub is sometimes referred to herein as the “Surviving CorporationCompany”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Broadmark Realty Capital Inc.), Agreement and Plan of Merger (Ready Capital Corp)
The Merger. Upon At the Effective Time (as defined in Section 1.02), upon the terms and subject to the conditions of this Agreement, at the Effective Time, Merger Sub will shall be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “"DGCL”"). The Company shall be the surviving corporation in the Merger (the "Surviving Corporation"). Merger Sub and the Company are sometimes referred to herein as the "Constituent Corporations". As a result of the Merger, the separate existence outstanding shares of Merger Sub shall cease and the Company shall continue its existence under the laws capital stock of the State of Delaware as Constituent Corporations shall be converted or cancelled in the surviving corporation (manner provided in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”)Article III.
Appears in 2 contracts
Samples: Merger Agreement (Hearst Corp), Merger Agreement (Argyle Television Inc)
The Merger. Upon the terms and subject to the conditions of this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub will shall be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of the MergerCompany, whereupon the separate existence of Merger Sub shall cease cease, and the Company shall continue its existence under the name “Intrepid Healthcare Services, Inc.” as the Surviving Corporation and shall continue to be governed by the laws of the State of Delaware as the surviving corporation (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”)Delaware.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Team Health Holdings Inc.), Agreement and Plan of Merger (IPC Healthcare, Inc.)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “"Delaware Corporation Law" or "DGCL”"), at the Effective Time (as hereinafter defined), Mergeco shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub Mergeco shall cease and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation of the Merger (in such capacity, the Company is sometimes referred to herein as the “"Surviving Corporation”").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Petrofina Delaware Inc), Agreement and Plan of Merger (Fina Inc)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement, at and in accordance with the Effective TimeDelaware General Corporation Law (the “DGCL”), Merger Sub will shall be merged with and into the Company in accordance with at the provisions of the General Corporation Law of the State of Delaware (the “DGCL”)Effective Time. As a result of Following the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Procter & Gamble Co), Agreement and Plan of Merger (Gillette Co)
The Merger. Upon Subject to the terms and subject to the conditions of this Agreement, in accordance with the Delaware General Corporation Law (“DGCL”), at the Effective Time, Merger Sub will be merged shall merge with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of the MergerCompany, whereupon the separate corporate existence of Merger Sub shall cease and the Company shall continue its corporate existence under the laws Laws of the State of Delaware as the surviving corporation in the Merger (in such capacity, the Company is hereinafter sometimes referred to herein as the “Surviving CorporationCompany”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Moneygram International Inc), Agreement and Plan of Merger (Moneygram International Inc)
