The Merger. At the Effective Time and subject to and upon the terms and conditions of this Agreement and the applicable provisions of Delaware Law, Merger Sub shall be merged with and into the Company (the “Merger”), the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parent. The surviving corporation after the Merger is hereinafter sometimes referred to as the “Surviving Corporation.”
Appears in 12 contracts
Samples: Agreement and Plan of Merger (Seebeyond Technology Corp), Agreement and Plan of Merger (Secure Computing Corp), Agreement and Plan of Merger (Answers CORP)
The Merger. At the Effective Time (as defined in Section 1.2) and subject to and upon the terms and conditions of this Agreement and the applicable provisions of Delaware Law, Merger Sub shall be merged with and into the Company (the “Merger”"MERGER"), the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation and corporation. Company as a wholly owned subsidiary of Parent. The the surviving corporation after the Merger is hereinafter sometimes referred to as the “Surviving Corporation"SURVIVING CORPORATION.”"
Appears in 10 contracts
Samples: Agreement and Plan of Reorganization (Network General Corporation), Agreement and Plan of Merger and Reorganization (Mih LTD), Agreement and Plan of Reorganization (Network Associates Inc)
The Merger. At Upon the Effective Time terms and subject to and upon the terms and conditions of set forth in this Agreement and the applicable provisions of Delaware Law, at the Effective Time, Merger Sub shall be merged with and into the Company (the “Merger”), the separate corporate existence of Merger Sub shall thereupon cease and the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parentthe Merger. The Company, as the surviving corporation after of the Merger Merger, is sometimes hereinafter sometimes referred to as the “Surviving Corporation.”
Appears in 10 contracts
Samples: Agreement and Plan of Merger (ArcSight Inc), Agreement and Plan of Merger (Polycom Inc), Agreement and Plan of Merger (Portal Software Inc)
The Merger. At the Effective Time and subject to and upon the terms and conditions of this Agreement and the applicable provisions of Delaware Law, Merger Sub shall be merged with and into the Company (the “Merger”), the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parentcorporation. The Company, as the surviving corporation after the Merger Merger, is hereinafter sometimes referred to as the “Surviving Corporation.”
Appears in 9 contracts
Samples: Agreement and Plan of Merger (Volcano Corp), Agreement and Plan of Merger (Kyphon Inc), Agreement and Plan of Merger (Volcano Corp)
The Merger. At the Effective Time (as defined in Section 1.2) and subject to and upon the terms and conditions of this Agreement and the applicable provisions of the Delaware General Corporation Law (“Delaware Law”), Merger Sub shall be merged with and into the Company (the “Merger”), the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parentcorporation. The Company, as the surviving corporation after the Merger Merger, is hereinafter sometimes referred to as the “Surviving Corporation.”
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Oplink Communications Inc), Agreement and Plan of Merger (3com Corp), Agreement and Plan of Merger (Tippingpoint Technologies Inc)
The Merger. At the Effective Time (as defined in Section 1.2) and subject to and upon the terms and conditions of this Agreement and the applicable provisions of Delaware Law, Merger Sub shall be merged with and into the Company (the “"Merger”"), the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation and corporation. Company as a wholly owned subsidiary of Parent. The the surviving corporation after the Merger is hereinafter sometimes referred to as the “"Surviving Corporation.”"
Appears in 7 contracts
Samples: Agreement and Plan (Lsi Logic Corp), Agreement and Plan (Seeq Technology Inc), Agreement and Plan of Reorganization (PMC Sierra Inc)
The Merger. At the Effective Time and subject to and upon the terms and conditions of this Agreement and the applicable provisions of Delaware Law, Merger Sub shall be merged with and into the Company (the “Merger”), the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation and as a wholly wholly-owned subsidiary of Parent. The surviving corporation after the Merger is hereinafter sometimes referred to as the “Surviving Corporation.”
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Symbol Technologies Inc), Agreement and Plan of Merger (Netopia Inc), Agreement and Plan of Merger (Netopia Inc)
The Merger. At the Effective Time and subject Subject to and upon the terms and conditions of this Agreement and the applicable provisions of Delaware General Corporation Law (“Delaware Law”), Merger Sub shall will be merged with and into Company at the Company (Effective Time. From and after the “Merger”)Effective Time, the separate corporate existence of Merger Sub shall cease will cease, and the Company shall will continue as the surviving corporation and corporation. Company as a wholly owned subsidiary of Parent. The the surviving corporation after the Merger is hereinafter sometimes referred to as the “Surviving Corporation.”
Appears in 5 contracts
Samples: Agreement and Plan of Merger and Reorganization (Senseonics Holdings, Inc.), Agreement and Plan of Merger and Reorganization (Mast Therapeutics, Inc.), Agreement and Plan of Merger and Reorganization (Neothetics, Inc.)
The Merger. At the Effective Time (as defined in Section 1.2) and subject to and upon the terms and conditions of this Agreement and the applicable provisions of Delaware Law, Merger Sub shall be merged with and into the Company (the “Merger”"MERGER"), the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parentcorporation. The Company as the surviving corporation after the Merger is hereinafter sometimes referred to as the “Surviving Corporation"SURVIVING CORPORATION".”
Appears in 5 contracts
Samples: Agreement and Plan of Reorganization (Healtheon Corp), Agreement and Plan of Reorganization (At Home Corp), Agreement and Plan of Reorganization (Excite Inc)
The Merger. At the Effective Time (as defined in Section 1.2) and subject to and upon the terms and conditions of this Agreement and the applicable provisions of Delaware Law, Merger Sub shall be merged with and into the Company (the “Merger”)Company, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parentcorporation. The Company as the surviving corporation after the Merger is hereinafter sometimes referred to as the “Surviving Corporation"SURVIVING CORPORATION.”"
Appears in 5 contracts
Samples: Agreement and Plan of Reorganization (HMT Technology Corp), Agreement and Plan of Reorganization (Komag Inc /De/), Agreement and Plan of Reorganization (Komag Inc /De/)
The Merger. At the Effective Time (as defined below), and subject to and upon the terms and conditions of this Agreement and the applicable provisions of Delaware Law, Merger Sub shall be merged with and into the Company (the “Merger”)Company, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parentcorporation. The Company as the surviving corporation after the Merger is hereinafter sometimes referred to as the “Surviving Corporation.”
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Insignia Solutions PLC), Agreement and Plan of Merger (Netlogic Microsystems Inc), Agreement and Plan of Merger (Netlogic Microsystems Inc)
The Merger. (a) At the Effective Time and subject to and upon the terms and conditions of this Agreement and the applicable provisions of Delaware Law, Merger Sub shall be merged with and into the Company (the “Merger”), the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parentcorporation. The Company, as the surviving corporation after the Merger Merger, is hereinafter sometimes referred to as the “Surviving Corporation.”
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Visual Sciences, Inc.), Agreement and Plan of Reorganization (Omniture, Inc.), Agreement and Plan of Reorganization (Omniture, Inc.)
The Merger. At the Effective Time (as defined in Section 1.2) and subject to and upon the terms and conditions of this Agreement and the applicable provisions of Delaware Law, Merger Sub shall be merged with and into the Company (the “Merger”), the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parentcorporation. The Company, as the surviving corporation after the Merger Merger, is hereinafter sometimes referred to as the “Surviving Corporation.”
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Brocade Communications Systems Inc), Agreement and Plan of Reorganization, Agreement and Plan of Reorganization (McData Corp)
The Merger. At Upon the Effective Time terms and subject to and upon the terms and conditions of this Agreement and the applicable provisions of Delaware Law, at the Effective Time, Merger Sub shall be merged with and into the Company (the “Merger”)Company, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parent. The surviving corporation after the Merger is hereinafter sometimes referred to as (the “Surviving Corporation"SURVIVING CORPORATION").”
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Symantec Corp), Agreement and Plan of Merger (Eclipsys Corp), Agreement and Plan of Merger (Eclipsys Corp)
The Merger. At the Effective Time Time, and subject to and upon the terms and conditions of contained in this Agreement and in accordance with applicable Laws, the applicable provisions of Delaware Law, Merger Sub shall be merged with and into the Management Company (the “Merger”), whereby the separate corporate existence of the Merger Sub shall cease cease, and the Management Company shall continue its existence under Delaware law as the surviving corporation and as a wholly owned subsidiary of Parent. The surviving corporation after the Merger is entity (hereinafter sometimes referred to as the “Surviving CorporationEntity”).”
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Rexford Industrial Realty, Inc.), Agreement and Plan of Merger (Rexford Industrial Realty, Inc.), Agreement and Plan of Merger (Rexford Industrial Realty, Inc.)
The Merger. At the Effective Time and subject to and upon the terms and conditions of this Agreement and the applicable provisions of the General Corporation Law of the State of Delaware ("Delaware Law"), Merger Sub shall be merged with and into the Company (the “Merger”)Company, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parentcorporation. The Company as the surviving corporation after the Merger is hereinafter sometimes referred to as the “"Surviving Corporation.”"
Appears in 4 contracts
Samples: Services Agreement (Netratings Inc), Services Agreement (Netratings Inc), Agreement and Plan of Reorganization (Netratings Inc)
The Merger. At Upon the Effective Time terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and upon the terms and conditions of this Agreement and the applicable provisions of in accordance with Delaware Law, Merger Sub Sub, at the Effective Time, shall be merged with and into the Company (Company. As a result of the “Merger”), the separate corporate existence of Merger Sub Surviving Corporation shall cease and the Company shall continue as the surviving corporation and as be a wholly owned subsidiary of Parent. The surviving corporation after the Merger is hereinafter sometimes referred to as the “Surviving Corporation.”
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Cortex Pharmaceuticals Inc/De/), Agreement and Plan of Merger (Corgentech Inc), Agreement and Plan of Merger (RespireRx Pharmaceuticals Inc.)
The Merger. At the Effective Time (as defined in Section 1.2) and ---------- subject to and upon the terms and conditions of this Agreement and the applicable provisions of Delaware Law, Merger Sub shall be merged with and into the Company (the “"Merger”"), the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation and corporation. Company as a wholly owned subsidiary of Parent. The the surviving corporation after the Merger is hereinafter sometimes referred to as the “"Surviving Corporation.”"
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Opentv Corp), Agreement and Plan of Reorganization (Infospace Inc), Agreement and Plan of Reorganization (Novell Inc)
The Merger. At the Effective Time (as defined in Section 1.2) and subject to and upon the terms and conditions of this Agreement and the applicable provisions of Delaware Law, Merger Sub shall be merged with and into the Company (the “"Merger”"), the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation and corporation. Company as a wholly owned subsidiary of Parent. The the surviving corporation after the Merger is hereinafter sometimes referred to as the “"Surviving Corporation.”" 1.2
Appears in 4 contracts
Samples: Agreement and Plan Of (Keravision Inc /Ca/), Agreement and Plan of Reorganization (Red Brick Systems Inc), Exhibit 2 Agreement (Transcend Therapeutics Inc)
The Merger. At the Effective Time (as defined in Section 2.2) and subject to and upon the terms and conditions of this Agreement and the applicable provisions of Delaware Law, Merger Sub shall be merged with and into the Company (the “Merger”)Company, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parentcorporation. The Company as the surviving corporation after the Merger is hereinafter sometimes is referred to as the “Surviving Corporation"SURVIVING CORPORATION.”"
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Penton Media Inc), Agreement and Plan of Merger (Penton Media Inc), Agreement and Plan of Merger (Mecklermedia Corp)
The Merger. At Upon the Effective Time terms and subject to and upon the terms and conditions of set forth in this Agreement and the applicable provisions of Delaware Law, at the Effective Time, Merger Sub shall be merged with and into the Company (the “Merger”), the separate corporate existence of Merger Sub shall thereupon cease and the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parent. The surviving corporation after the Merger is hereinafter sometimes referred to as (the “Surviving Corporation”).”
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Transcend Services Inc), Agreement and Plan of Merger (Nuance Communications, Inc.), Agreement and Plan of Merger (Nuance Communications, Inc.)
The Merger. (a) At the Effective Time and subject to and upon the terms and conditions of this Agreement and the applicable provisions of Delaware LawTime, Merger Sub shall be merged with and into the Company in accordance with the General Corporation Law of the State of Delaware (the “Merger”"DELAWARE LAW"), whereupon the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as be the surviving corporation (the "SURVIVING CORPORATION"), shall continue its existence under Delaware Law and as shall be a wholly owned subsidiary of Parent. The surviving corporation after the Merger is hereinafter sometimes referred to as the “Surviving Corporation.”
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Securicor International LTD), Agreement and Plan of Merger (Intek Global Corp), Agreement and Plan of Merger (Intek Global Corp)
The Merger. At the Effective Time and subject to and upon the terms and conditions of this Agreement and the applicable provisions of Delaware Law, Merger Sub shall be merged with and into the Company (the “Merger”)Company, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation Surviving Corporation and as a wholly owned subsidiary of Parent. The surviving corporation Company, as the Surviving Corporation after the Merger Merger, is hereinafter sometimes referred to as the “Surviving Corporation.”
Appears in 3 contracts
Samples: Agreement and Plan of Merger (McKesson Corp), Agreement and Plan of Merger (US Oncology Holdings, Inc.), Agreement and Plan of Merger (PMC Sierra Inc)
The Merger. At Upon the Effective Time terms and subject to and upon the terms and conditions of set forth in this Agreement and Agreement, at the applicable provisions of Delaware LawEffective Time, Merger Sub shall be merged with and into Company in accordance with the Company Delaware General Corporation Law (the “Merger”"Delaware Law"), whereupon the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parent. The surviving corporation after (the Merger is hereinafter sometimes referred to as the “"Surviving Corporation").”
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Musicland Stores Corp), Agreement and Plan of Merger (Best Buy Co Inc), Agreement and Plan of Merger (Best Buy Co Inc)
The Merger. At the Effective Time (as defined in Section 1.2) and subject to and upon the terms and conditions of this Agreement and the applicable provisions of the Delaware LawGeneral Corporation Law ("DELAWARE LAW"), Merger Sub shall be merged with and into the Company (the “Merger”)Company, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation and as a wholly wholly-owned subsidiary of Parent. The Company as the surviving corporation after the Merger is hereinafter sometimes referred to as the “Surviving Corporation"SURVIVING CORPORATION.”"
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Netscape Communications Corp), Agreement and Plan of Reorganization (Russo Paul M), Agreement and Plan of Reorganization (Quickturn Design Systems Inc)
The Merger. At Upon the Effective Time terms and subject to the conditions set forth in this Agreement, and upon the terms and conditions of this Agreement and the applicable provisions in accordance with Section 251 of Delaware Law, Merger Sub at the Effective Time (as defined below in Section 1.02), the Company shall be merged with and into Parent. As a result of the Company (the “Merger”), the separate corporate existence of Merger Sub the Company shall cease and the Company Parent shall continue as the surviving corporation and as a wholly owned subsidiary of Parent. The surviving corporation after the Merger is hereinafter sometimes referred to as (the “"Surviving Corporation").”
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Medical Manager Corp/New/), Agreement and Plan of Merger (Healtheon Webmd Corp), Agreement and Plan of Merger (Careinsite Inc)
The Merger. At the Effective Time (as defined in Section 1.02) and subject to and upon the terms and conditions of this Agreement and the applicable provisions of Delaware Law and Nevada Law, Merger Sub shall be merged with and into the Company (the “"Merger”"), the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parentcorporation. The Company as the surviving corporation after the Merger is hereinafter sometimes referred to as the “"Surviving Corporation.”"
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Galaxy Enterprises Inc /Nv/), Agreement and Plan of Merger (Netgateway Inc), Agreement and Plan of Merger (Netgateway Inc)
The Merger. At the Effective Time and subject to and upon the terms and conditions of this Agreement and the applicable provisions of the Delaware General Corporation Law (“Delaware Law”), Merger Sub shall be merged with and into the Company (the “Merger”)Company, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parent. The surviving corporation after the Merger is hereinafter sometimes referred to hereinafter as the “Surviving Corporation.”
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Compuware Corp), Agreement and Plan of Merger (Pegasystems Inc), Agreement and Plan of Merger (Compuware Corp)
The Merger. At Upon the Effective Time terms and subject to the conditions set forth in this Agreement, and upon in accordance with the terms and conditions of this Agreement and Delaware Corporation Law, at the applicable provisions of Delaware LawEffective Time, Merger Sub shall be merged with and into the Company (Company. As a result of the “Merger”), the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parent. The surviving corporation after the Merger is hereinafter sometimes referred to as (the “"Surviving Corporation").”
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (E-Medsoft Com), Agreement and Plan of Merger and Reorganization (E-Medsoft Com), Agreement and Plan of Merger and Reorganization (E-Medsoft Com)
The Merger. At Upon the Effective Time terms and subject to and upon the terms and conditions of this ---------- Agreement and the applicable provisions of Delaware Law, at the Effective Time, Merger Sub shall be merged with and into the Company (the “Merger”)Company, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parent. The surviving corporation after the Merger is hereinafter sometimes referred to as (the “"Surviving Corporation").”
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Verisign Inc/Ca), Agreement and Plan of Merger (Verisign Inc/Ca), Agreement and Plan of Merger (Verisign Inc/Ca)
The Merger. At Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with Delaware Law, at the Effective Time and subject to and upon the terms and conditions of this Agreement and the applicable provisions of Delaware Law, (as defined in Section 1.2) Merger Sub shall be merged with and into the Company (the “"Merger”"). As a result of the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (sometimes referred to herein as the "Surviving Corporation") and as a wholly wholly-owned subsidiary of Parent. The surviving corporation after the Merger is hereinafter sometimes referred to as the “Surviving CorporationAcquiror.”
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Medco Research Inc), Agreement and Plan of Merger (King Pharmaceuticals Inc), Agreement and Plan of Merger (King Pharmaceuticals Inc)
The Merger. At Upon the Effective Time terms and subject to and upon the terms and conditions of set forth in this Agreement and the applicable provisions of Delaware Law, at the Effective Time, Merger Sub shall be merged with and into the Company (the “Merger”)Company, the separate corporate existence of Merger Sub shall thereupon cease and the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parentcorporation. The Company, as the surviving corporation after of the Merger Merger, is sometimes hereinafter sometimes referred to as the “Surviving Corporation.”
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Standard Microsystems Corp), Agreement and Plan of Merger (Microsemi Corp), Agreement and Plan of Merger (Microchip Technology Inc)
The Merger. At Upon the Effective Time terms and subject to and upon the terms and conditions of this Agreement and the applicable provisions of Delaware Law, at the Effective Time, Merger Sub shall be merged with and into the Company (the “Merger”)Company, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parent. The surviving corporation after the Merger is hereinafter sometimes referred to as (the “"Surviving Corporation").”
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Vignette Corp), Agreement and Plan of Merger (Network Solutions Inc /De/), Agreement and Plan of Merger (E Trade Group Inc)
The Merger. At the Effective Time (as defined in Section 1.2) and subject to and upon the terms and conditions of this Agreement Agreement, and the applicable provisions of the Delaware General Corporation Law ("Delaware Law"), Merger Sub shall be merged with and into the Company (the “Merger”)Company, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parent(the "Merger"). The Company as the surviving corporation after the Merger is hereinafter sometimes referred to as the “"Surviving Corporation.”"
Appears in 3 contracts
Samples: Acquisition Agreement and Plan of Merger (Sunset Brands Inc), Acquisition Agreement and Plan of Merger (Sunset Brands Inc), Acquisition Agreement and Plan of Merger (Ibf Vi Guaranteed Income Fund)
The Merger. At (a) As soon as practicable following the Effective Time and subject to and Acceptance Time, upon the terms and subject to the conditions of set forth in this Agreement and the applicable provisions of Delaware LawAgreement, Merger Sub shall be merged (the “Merger”) with and into the Company (the “Merger”)in accordance with Delaware Law, whereupon the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as be the surviving corporation and as a wholly owned subsidiary of Parent. The surviving corporation after the Merger is hereinafter sometimes referred to as (the “Surviving Corporation”). The Merger shall be governed by and in accordance with Section 251(h) of Delaware Law and shall be effected as soon as practicable following the consummation of the Offer.”
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Santander Holdings USA, Inc.), Agreement and Plan of Merger (Santander Consumer USA Holdings Inc.), Agreement and Plan of Merger (Santander Holdings USA, Inc.)
The Merger. At the Effective Time and subject to and upon the terms and conditions of this Agreement and the applicable provisions of the Delaware General Corporation Law (“Delaware Law”), Merger Sub shall be merged with and into the Company (the “Merger”), the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parentcorporation. The Company as the surviving corporation after the Merger is hereinafter sometimes referred to hereinafter as the “Surviving Corporation.”
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Mediscience Technology Corp), Agreement of Merger (Inferx Corp), Agreement and Plan of Reorganization (Inferx Corp)
The Merger. At (a) As soon as practicable following the Effective Time and subject to and upon the terms and conditions of this Agreement and the applicable provisions of Delaware LawAcceptance Time, Merger Sub shall be merged (the “Merger”) with and into the Company (the “Merger”)in accordance with Delaware Law, whereupon, the separate corporate existence of Merger Sub shall cease and the Company shall continue as be the surviving corporation and as a wholly owned subsidiary of Parent. The surviving corporation after the Merger is hereinafter sometimes referred to as (the “Surviving Corporation”). The Merger shall be governed by Section 251(h) of Delaware Law and shall be effected as soon as practicable following the consummation of the Offer without a vote on the adoption of this Agreement by the stockholders of the Company.”
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Tyson Foods Inc), Agreement and Plan of Merger (Tyson Foods Inc), Agreement and Plan of Merger (AdvancePierre Foods Holdings, Inc.)
The Merger. At Upon the Effective Time terms and subject to and upon the terms and conditions provisions of this Agreement and the applicable provisions of Delaware Lawlaw, Merger Acquisition Sub shall will be merged with and into the Company (the “Merger”)Company, the separate corporate existence of Merger Acquisition Sub shall cease cease, and the Company shall continue as the surviving corporation and (the “Merger”). Company as a wholly owned subsidiary of Parent. The the surviving corporation after the Merger is hereinafter sometimes referred to as the “Surviving Corporation.”
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Gsi Commerce Inc), Agreement and Plan of Merger (Gsi Commerce Inc), Agreement and Plan of Merger (Gsi Commerce Inc)
The Merger. At Upon the Effective Time terms and subject to the conditions set forth in this Agreement, and upon the terms and conditions of this Agreement and the applicable provisions of in accordance with Delaware Law, Merger Sub shall be merged with and into the Company (at the “Effective Time of the Merger”). Upon the Effective Time of the Merger, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation and as a wholly wholly-owned subsidiary Subsidiary of Parent. The surviving corporation after the Merger is hereinafter sometimes referred to as the “Surviving Corporation.”
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Access Pharmaceuticals Inc), Agreement and Plan of Merger (Access Pharmaceuticals Inc), Agreement and Plan of Merger (Somanta Pharmaceuticals Inc.)
The Merger. At Upon the Effective Time terms and subject to and upon the terms and conditions of this Agreement and the applicable provisions of Delaware Law, 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 and the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parent. The surviving corporation after the Merger is hereinafter sometimes referred to as (the “Surviving Corporation"SURVIVING CORPORATION").”
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Lau Acquisition Corp), Agreement and Plan (Viisage Technology Inc)
The Merger. At (a) Upon the Effective Time terms and subject to and upon the terms and conditions of set forth in this Agreement and the applicable provisions of Delaware Law, at the Effective Time, Merger Sub shall be merged with and into the Company (in the “First Step Merger”), the separate corporate existence of Merger Sub shall thereupon cease and the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parententity. The Company, as the surviving corporation after entity of the Merger First Step Merger, is sometimes hereinafter sometimes referred to as the “Interim Surviving Corporation.”
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Oclaro, Inc.), Agreement and Plan of Merger (Lumentum Holdings Inc.)
The Merger. At the Effective Time and subject to Time, and upon the terms and subject to the conditions of this Agreement and the applicable provisions General Corporation Law of Delaware Lawthe State of Delaware, Merger Sub the Company shall be merged with and into the Company (the “Merger”)Merger Sub, the separate corporate existence of the Company shall cease, and Merger Sub shall cease and the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parent. The surviving corporation after the Merger is hereinafter sometimes referred to as the “Surviving Corporationcorporation.”
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Nu Skin Enterprises Inc), Agreement and Plan of Merger and Reorganization (Nu Skin Enterprises Inc)
The Merger. At Upon the Effective Time terms and subject to and upon the terms and conditions of set forth in this Agreement and the applicable provisions of Delaware Law, at the Effective Time, Merger Sub shall be merged with and into the Company (the “Merger”)Company, the separate corporate existence of Merger Sub shall cease thereupon cease, and the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parentthe Merger. The Company, as the surviving corporation after of the Merger Merger, is sometimes hereinafter sometimes referred to as the “Surviving Corporation”.”
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Kellwood Co), Agreement and Plan of Merger (Kellwood Co)
The Merger. At Upon the Effective Time terms and subject to and upon the terms and conditions of this Agreement and in accordance with the applicable provisions Laws of the State of Delaware (“Delaware Law”), at the Effective Time, Merger Sub shall will be merged with and into the Company (the “Merger”), the separate corporate existence of Merger Sub shall cease will cease, and the Company shall will continue as the surviving corporation and as a wholly owned subsidiary of Parent. The surviving corporation after the Merger is hereinafter sometimes referred to as (the “Surviving Corporation”).”
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Alleghany Corp /De)
The Merger. At Upon the terms and subject to the conditions set forth in Article VII, and in accordance with Delaware Law, at the Effective Time and subject to and upon the terms and conditions of this Agreement and the applicable provisions of Delaware Law, (as hereinafter defined) Merger Sub shall be merged with and into the Company (Company. As a result of the “Merger”), the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parent. The surviving corporation after the Merger is hereinafter sometimes referred to as (the “"Surviving Corporation").”
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cell Pathways Inc /De), Agreement and Plan of Merger (Osi Pharmaceuticals Inc)
The Merger. At Upon the terms and subject to the conditions set forth in this Merger Agreement, and in accordance with Delaware Law, at the Effective Time and subject to and upon the terms and conditions of this Agreement and the applicable provisions of Delaware Law, (as defined in Section 1.02) Merger Sub shall be merged with and into the Company (Company. As a result of the “Merger”), the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parent. The surviving corporation after the Merger is hereinafter sometimes referred to as (the “"Surviving Corporation").”
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Rare Medium Group Inc), Agreement and Plan of Merger (Motient Corp)
The Merger. At (a) On the Effective Time terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement, and upon the terms and conditions of this Agreement and the applicable provisions of in accordance with Delaware Law, Merger Sub Subsidiary shall be merged with and into the Company (in the “Merger”), whereupon, the separate corporate existence of Merger Sub Subsidiary shall cease and the Company shall continue as be the surviving corporation (the “Surviving Corporation”) and shall continue its corporate existence under the laws of the State of Delaware as a wholly owned subsidiary of Parent. The surviving corporation after the Merger is hereinafter sometimes referred to as the “Surviving Corporation.”
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Veeco Instruments Inc), Agreement and Plan of Merger (Ultratech Inc)
The Merger. At Upon the Effective Time terms and subject to and upon the terms and conditions of this Agreement and hereof, at the applicable provisions of Delaware LawEffective Time, Merger Sub shall be merged with and into the Company (the “Merger”), and the separate corporate existence of Merger Sub shall cease thereupon cease, and the Company shall continue Company, as the surviving corporation and as a wholly owned subsidiary of Parent. The surviving corporation after entity in the Merger is hereinafter sometimes referred to as (the “Surviving CorporationCompany”), shall by virtue of the Merger continue its existence under the laws of the State of Delaware.”
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Babyuniverse, Inc.), Agreement and Plan of Merger (eToys Direct, Inc.)
The Merger. At the Effective Time (as defined in Section 1.2) and subject to and upon the terms and conditions of this Agreement and the applicable provisions of Delaware Law, Merger Sub shall be merged with and into the Company (the “Merger”"MERGER"), the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation and as a wholly wholly-owned subsidiary of Parent. The Company as the surviving corporation after the Merger is hereinafter sometimes referred to as the “Surviving Corporation"SURVIVING CORPORATION.”"
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Pharmafrontiers Corp), Agreement and Plan of Reorganization (Eagle Wireless International Inc)
The Merger. At Upon the terms and subject to the conditions set forth in this Merger Agreement, and in accordance with Delaware Law, at the Effective Time and subject to and upon the terms and conditions (as defined in Section 1.02 of this Agreement and the applicable provisions of Delaware Law, Merger Agreement) Acquiror Sub shall be merged with and into Company, with Company being the Company surviving corporation (hereinafter sometimes called "Surviving Corporation") in the “Merger”). Upon consummation of the Merger, the separate corporate existence of Merger Acquiror Sub shall cease cease, and the Company Surviving Corporation shall continue as the surviving corporation and to exist as a wholly owned subsidiary of Parent. The surviving corporation after the Merger is hereinafter sometimes referred to as the “Surviving CorporationDelaware corporation.”
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Titan Corp), Agreement and Plan of Merger (Titan Corp)
The Merger. At Upon the Effective Time terms and subject to and upon the terms and conditions of this Agreement and Agreement, at the applicable provisions of Delaware LawEffective Time, Merger Sub shall be merged with and into the Company in accordance with the laws of the State of Delaware and the terms of this Agreement (the “"Merger”"), whereupon the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as be the surviving corporation and of the Merger (the Company, as a wholly owned subsidiary of Parent. The the surviving corporation after the Merger is hereinafter sometimes referred to herein as the “"Surviving Corporation").”
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Applied Molecular Evolution Inc), Agreement and Plan of Merger (Lilly Eli & Co)
The Merger. At the Effective Time (as defined in Section 1.2 below) and subject to and upon the terms and conditions of this Agreement and the applicable provisions of the General Corporation Law of Delaware Law("DELAWARE LAW"), Merger Sub shall be merged with and into the Company (the “Merger”)Company, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation and as a wholly wholly-owned subsidiary of Parent. The Company as the surviving corporation after the Merger is hereinafter sometimes referred to as the “Surviving Corporation"SURVIVING CORPORATION.”"
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Carrier Access Corp), Agreement and Plan of Merger (Informatica Corp)
The Merger. At (a) Upon the Effective Time terms and subject to and upon the terms and conditions of this Agreement and Agreement, at the applicable provisions of Delaware LawEffective Time, Merger Sub shall be merged (the “Merger”) with and into the Company (the “Merger”)in accordance with Delaware Law, whereupon the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as be the surviving corporation and as a wholly owned subsidiary of Parent. The surviving corporation after the Merger is hereinafter sometimes referred to as (the “Surviving Corporation”).”
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lydall Inc /De/), Agreement and Plan of Merger (Tribune Publishing Co)
The Merger. At Upon the Effective Time terms and subject to and upon the terms and conditions of this Agreement and the applicable provisions of Delaware Law, at the Effective Time (as defined below), Merger Sub shall be merged with and into the Company (the “Merger”)Company, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parent. The surviving corporation after the Merger is hereinafter sometimes referred to as (the “Surviving Corporation”).”
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Progress Software Corp /Ma), Agreement and Plan of Merger (Progress Software Corp /Ma)
The Merger. At the Effective Time (as defined in Section 1.2) and subject to and upon the terms and conditions of this Agreement and the applicable provisions of Delaware Law, Merger Sub shall be merged with and into the Company (the “"Merger”"), the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parentcorporation. The Company as the surviving corporation after the Merger is hereinafter sometimes referred to as the “Surviving Corporation"SURVIVING CORPORATION.”"
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Copper Valley Minerals LTD), Agreement and Plan of Reorganization (Cardiogenesis Corp)
The Merger. At (a) Upon the Effective Time terms and subject to and upon the terms and satisfaction or waiver of the conditions of set forth in this Agreement and the applicable provisions of in accordance with Delaware Law, at the Effective Time, Merger Sub Subsidiary One shall be merged with and into the Company (the “Merger”)in accordance with Delaware Law, whereupon the separate corporate existence of Merger Sub Subsidiary One shall cease cease, and the Company shall continue be the surviving corporation. The Company, as the surviving corporation and as a wholly owned subsidiary of Parent. The surviving corporation after the Merger First Step Merger, is hereinafter sometimes referred to herein as the “Interim Surviving Corporation.”
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Intellon Corp), Agreement and Plan of Merger (Atheros Communications Inc)
The Merger. At the Effective Time (as defined in Section 1.2) and subject to and upon the terms and conditions of this Agreement and the applicable provisions of the Delaware General Corporation Law ("Delaware Law"), Merger Sub shall be merged with and into the Company (the “Merger”)Company, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation and as a wholly wholly-owned subsidiary of Parent. The Company as the surviving corporation after the Merger is hereinafter sometimes referred to as the “"Surviving Corporation.”"
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Starbase Corp), Agreement and Plan of Reorganization (Ligand Pharmaceuticals Inc)
The Merger. At the Effective Time and subject Subject to and upon in accordance with the terms and conditions of set forth in this Agreement and Agreement, at the applicable provisions of Delaware LawEffective Time, Merger Sub shall be merged with and into the Company Company, which shall be the surviving corporation (the “Surviving Corporation”) in the Merger”), and the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parentthereupon cease. The surviving corporation after name of the Surviving Corporation shall remain Cash Systems, Inc. The Merger is hereinafter sometimes referred to shall have the effects set forth in the applicable provisions of the Delaware General Corporation Law, as the amended (“Surviving CorporationDelaware Law”).”
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Global Cash Access Holdings, Inc.), Agreement and Plan of Merger (Cash Systems Inc)
The Merger. At Upon the Effective Time terms and subject to and upon the terms and conditions of set forth in this Agreement and the applicable provisions of Delaware LawAgreement, Merger Sub shall be merged merge with and into the Company (at the “Merger”)Effective Time. From and after the Effective Time, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation and as a wholly owned subsidiary of ParentSurviving Corporation. The surviving corporation after Merger shall have the Merger is hereinafter sometimes referred to as effects set forth in Section 259 of the “Surviving CorporationDelaware General Corporation Law.”
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Skyworks Solutions, Inc.), Agreement and Plan of Merger (Skyworks Solutions, Inc.)
The Merger. At Upon the Effective Time terms and subject to and upon the terms and conditions of set forth in this Agreement and the applicable provisions of Delaware Law, at the Effective Time, Merger Sub shall be merged with and into the Company (in the “Merger”), the separate corporate existence of Merger Sub shall thereupon cease and the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parententity. The Company, as the surviving corporation after entity of the Merger Merger, is sometimes hereinafter sometimes referred to as the “Surviving Corporation.”
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lumentum Holdings Inc.), Agreement and Plan of Merger (Neophotonics Corp)
The Merger. (a) At the Effective Time (as defined below), the Company shall be merged with (the "Merger") and subject to and upon the terms and conditions of this Agreement and the applicable provisions into Merger Co. in accordance with Section 251 or Section 253 of Delaware Law, Merger Sub shall be merged with and into the Company (the “Merger”)as applicable, whereupon the separate corporate existence of Merger Sub shall cease and the Company shall continue as cease, and Merger Co. shall be the surviving corporation and as a wholly wholly-owned subsidiary of Parent. The surviving corporation after Parent (the Merger is hereinafter sometimes referred to as the “"Surviving Corporation").”
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tyson Foods Inc), Agreement and Plan of Merger (Tyson Foods Inc)
The Merger. At the Effective Time (as defined in Section 1.2 hereof) and subject to and upon the terms and conditions of this Agreement and the applicable provisions of the Delaware General Corporation Law ("Delaware Law"), Merger Sub shall be merged with and into the Company (the “"Merger”"), the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parentcorporation. The Company, as the surviving corporation after the Merger Merger, is hereinafter sometimes referred to as the “"Surviving Corporation.”"
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Predictive Systems Inc), Agreement and Plan of Merger (Avantgo Inc)
The Merger. At the Effective Time (as defined in Section 1.2 hereof) and subject to and upon on the terms and conditions of this Agreement and the applicable provisions of the General Corporation Law of the State of Delaware ("Delaware Law"), Merger Sub the Company shall be merged with and into the Company (the “Merger”)Merger Sub, the separate corporate existence of the Company shall cease, and the Merger Sub shall cease and the Company shall continue as the surviving corporation and as a wholly wholly-owned subsidiary of Parent. The surviving corporation after the Merger is hereinafter sometimes referred to herein as the “"Surviving Corporation.”"
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tangible Asset Galleries Inc), Agreement and Plan of Merger (Tangible Asset Galleries Inc)
The Merger. At Upon the Effective Time terms and subject to and upon the terms and conditions of this Agreement and hereof, at the applicable provisions of Delaware LawEffective Time, Merger Sub shall be merged with and into the Company (the “Merger”), and the separate corporate existence of Merger Sub shall cease thereupon cease, and the Company shall continue Company, as the surviving corporation and as a wholly owned subsidiary of Parent. The surviving corporation after entity in the Merger is hereinafter sometimes referred to as (the “Surviving CorporationCompany”), shall, by virtue of the Merger, continue its existence under the laws of the State of Delaware.”
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cifc LLC), Agreement and Plan of Merger (Artio Global Investors Inc.)
The Merger. At Upon the terms and subject to the conditions set forth in this Agreement (including Section 2.01(b)), and in accordance with Delaware Law, at the Effective Time and subject to and upon (as defined in Section 1.02), the terms and conditions of this Agreement and the applicable provisions of Delaware Law, Merger Sub shall Company will be merged with and into Merger Sub. As a result of the Company (the “Merger”), the separate corporate existence of the Company will cease and Merger Sub shall cease and the Company shall will continue as the surviving corporation and as a wholly owned subsidiary of Parent. The surviving corporation after the Merger is hereinafter sometimes referred to as (the “"Surviving Corporation"). Certain terms used in this Agreement are defined in Section 9.03.”
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Dean Foods Co), Agreement and Plan of Merger (Suiza Foods Corp)
The Merger. At the Effective Time and subject to and upon the terms and conditions of this Agreement and the applicable provisions of Delaware Law, Merger Sub shall be merged with and into the Company (the “Merger”)Company, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation and as a wholly wholly-owned subsidiary of Parent. The surviving corporation after the Merger is hereinafter sometimes referred to hereinafter as the “Surviving Corporation.”
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Salesforce Com Inc), Section Reference in Agreement (Autodesk Inc)
The Merger. At the Effective Time and subject to Time, and upon the terms and subject to the conditions of this Agreement and the applicable provisions of General Corporations Law of the State of Delaware (“Delaware Law”), Merger Sub shall be merged with and into the Company (the “Merger”)Company, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation and as a wholly wholly-owned subsidiary of Parent. The Company, as the surviving corporation after the Merger Merger, is hereinafter sometimes referred to hereinafter as the “Surviving Corporation.”
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Solta Medical Inc), Agreement and Plan of Merger (Logitech International Sa)
The Merger. At the Effective Time and subject Subject to and upon the terms and conditions of this Agreement and the applicable provisions of Delaware General Corporation Law (“Delaware Law”), Merger Sub shall will be merged with and into the Company (at the “Merger”)Effective Time. From and after the Effective Time, the separate corporate existence of Merger Sub shall cease will cease, and the Company shall will continue as the surviving corporation and as a wholly owned subsidiary of Parentcorporation. The Company as the surviving corporation after the Merger is hereinafter sometimes referred to as the “Surviving Corporation.”
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Brain Scientific Inc.), Agreement and Plan of Merger and Reorganization (NEUROONE MEDICAL TECHNOLOGIES Corp)
The Merger. At Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with Delaware Law, at the Effective Time and subject to and upon the terms and conditions of this Agreement and the applicable provisions of Delaware Law(as defined in Section 2.03), Merger Sub shall be merged with and into Company. As a result of the Company (the “Merger”), the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation and of the Merger as a wholly owned subsidiary Subsidiary of ParentParent (the "SURVIVING CORPORATION"). The surviving corporation after Upon consummation of the Merger is hereinafter sometimes referred Merger, the name of Parent shall be changed to "Ness Technologies, Inc." or such other name as shall be mutually agreed upon by the “Surviving Corporationparties.”
Appears in 2 contracts
Samples: Merger Agreement (Ness Technologies Inc), Merger Agreement (Sapiens International Corp N V)
The Merger. At Upon the terms and subject to the conditions of this Agreement, at the Effective Time and subject to and upon the terms and conditions of this Agreement and the applicable provisions of Delaware Law(as defined in Section 2.3), Merger Sub shall be merged with and into the Company (in accordance with the “Merger”)laws of the State of Delaware and the Commonwealth of Pennsylvania and the terms of this Agreement, whereupon the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as be the surviving corporation and of the Merger (the Company, as a wholly owned subsidiary of Parent. The the surviving corporation after the Merger is hereinafter sometimes referred to herein as the “Surviving Corporation”).”
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Omnicare Inc), Agreement and Plan of Merger (Omnicare Inc)
The Merger. At the Effective Time (as defined in Section 1.05) and subject to and upon the terms and conditions of this Agreement and the applicable provisions of Delaware Law, Merger Sub shall be merged with and into the Company (the “Merger”"MERGER"), the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation and corporation. Company as a wholly owned subsidiary of Parent. The the surviving corporation after the Merger is hereinafter sometimes referred to as the “Surviving Corporation"SURVIVING CORPORATION.”"
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (New Era of Networks Inc), Agreement and Plan of Reorganization (Sybase Inc)
The Merger. At the Effective Time (as defined in Section 1.2) and ---------- subject to and upon the terms and conditions of this Agreement and the applicable provisions of the Delaware General Corporation Law ("Delaware Law"), Merger Sub shall be merged with and into the Company (the “Merger”)Company, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation and corporation. Company as a wholly owned subsidiary of Parent. The the surviving corporation after the Merger is hereinafter sometimes referred to as the “"Surviving Corporation.”"
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (E Trade Group Inc), Agreement and Plan of Merger (E Trade Group Inc)
The Merger. At the Effective Time Time, on the terms and subject to and upon the terms and conditions of set forth in this Agreement and the applicable provisions of the Delaware LawCode, Merger Sub shall be merged merge with and into the Company (the “Merger”)Company, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation and as become a wholly owned subsidiary of ParentAcquiror. The Company, as the surviving corporation after the Merger is hereinafter sometimes Merger, shall also be referred to as the “Surviving Corporation.”
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Cure Pharmaceutical Holding Corp.), Agreement and Plan of Merger and Reorganization (Cure Pharmaceutical Holding Corp.)
The Merger. At the Effective Time and Time, subject to and upon the terms and conditions of set forth in this Agreement and the applicable provisions of the Delaware General Corporation Law (“Delaware Law”), Merger Sub shall be merged with and into the Company (the “Merger”)Company, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parentcorporation. The Company as the surviving corporation after the Merger is hereinafter sometimes referred to as the “Surviving Corporation.”
Appears in 2 contracts
Samples: Agreement and Plan of Merger (MeiraGTx Holdings PLC), Agreement and Plan of Merger (MeiraGTx Holdings PLC)
The Merger. At Upon the Effective Time terms and subject to and upon the terms and conditions of this ----------- Agreement and the applicable provisions of Delaware Law, at the Effective Time, Merger Sub shall be merged with and into the Company (the “Merger”)Company, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation of the Merger and as a wholly wholly-owned subsidiary of Parent. The surviving corporation after Parent (the Merger is hereinafter sometimes referred to as the “"Surviving Corporation").”
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Kana Communications Inc), Voting Agreement (Broadbase Software Inc)
The Merger. At Upon the Effective Time terms and subject to and upon the terms and conditions of set forth in this Agreement and the applicable provisions of Delaware Law, at the Effective Time, Merger Sub shall be merged with and into the Company (the “Merger”)Company, whereupon the separate corporate existence of Merger Sub shall cease and the Company shall continue its existence as the surviving corporation and as a wholly owned subsidiary of Parent. The surviving corporation after company in the Merger is hereinafter sometimes referred to as (the “Surviving CorporationCompany”).”
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bioceres Crop Solutions Corp.), Agreement and Plan of Merger (Marrone Bio Innovations Inc)
The Merger. At Upon the terms and subject to the conditions set forth in Article VII, and in accordance with Delaware Law, at the Effective Time and subject to and upon (as defined below), the terms and conditions of this Agreement and the applicable provisions of Delaware Law, Merger Sub Company shall be merged with and into Merger Sub. As a result of the Company (the “Merger”), the separate corporate existence of Merger Sub the Company shall cease and the Company Merger Sub shall continue as the surviving corporation and as a wholly owned subsidiary of Parent. The surviving corporation after the Merger is hereinafter sometimes referred to as (the “"Surviving Corporation").”
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Viacom Inc), Agreement and Plan of Merger (Viacom Inc)
The Merger. At Upon the Effective Time terms and subject to and upon the terms and conditions of this Agreement and Agreement, at the applicable provisions of Delaware LawEffective Time, Merger Sub shall be merged with and into the Company in accordance with the laws of the State of Delaware and the terms of this Agreement (the “Merger”), whereupon the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue be the surviving corporation of the Merger (the Company, as the surviving corporation and as a wholly owned subsidiary of Parent. The surviving corporation entity after the Merger is hereinafter sometimes referred to herein as the “Surviving Corporation”).”
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Solexa, Inc.), Agreement and Plan of Merger (Illumina Inc)
The Merger. At the Effective Time and subject to and Time, upon the terms and subject to the conditions of set forth in this Agreement and in accordance with the applicable provisions of the BC Act and Delaware Law, Merger Sub shall be merged with and into the Company (the “Merger”)Company, whereupon the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation company in the Merger (the “Surviving Corporation”) and as a wholly an indirect wholly-owned subsidiary of Parent. The surviving corporation after the Merger is hereinafter sometimes referred to as the “Surviving Corporation.”
Appears in 2 contracts
Samples: Agreement and Plan of Merger (FGX International Holdings LTD), Agreement and Plan of Merger (Essilor International /Fi)
The Merger. At the Effective Time and subject to and upon the terms and subject to the conditions of set forth in this Agreement Agreement, and pursuant to the applicable provisions of Delaware Law, Merger Sub shall be merged with and into the Company (the “Merger”)) with and into the Company, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parent. The surviving corporation after in the Merger is hereinafter sometimes referred to as (the “Surviving Corporation”).”
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Merit Medical Systems Inc), Agreement and Plan of Merger (Quality Systems, Inc)
The Merger. At Upon the terms and subject to the conditions set forth in Article VI, and in accordance with Delaware Law, at the Effective Time and subject to and upon (as defined in Section 1.2), the terms and conditions of this Agreement and the applicable provisions of Delaware Law, Merger Sub Company shall be merged with and into Merger Sub. As a result of the Company (the “Merger”), the separate corporate existence of Merger Sub the Company shall cease and the Company Merger Sub shall continue as the surviving corporation and as a wholly owned subsidiary company of Parent. The surviving corporation after the Merger is hereinafter sometimes referred to as (the “Surviving CorporationCompany”).”
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Plains Exploration & Production Co), Agreement and Plan of Merger (Pogo Producing Co)
The Merger. At the Effective Time Time, and subject to and upon the terms and conditions of this Agreement and the applicable provisions of Delaware Law, Merger Sub shall be merged merge with and into the Company. The Company (shall be the “Surviving Corporation in the Merger and shall continue its corporate existence under Delaware Law as a wholly-owned subsidiary of Parent. Upon consummation of the Merger”), the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parent. The surviving corporation after the Merger is hereinafter sometimes referred to as the “Surviving Corporationterminate.”
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Alderwoods Group Inc), Agreement and Plan of Merger (Service Corporation International)
The Merger. At the Effective Time and subject to and upon the terms and subject to the conditions of set forth in this Agreement and the applicable provisions of Delaware Law, Merger Sub shall be merged with and into the Company (the “Merger”), the separate corporate existence of Merger Sub shall thereupon cease and the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parentthe Merger. The Company, as the surviving corporation after of the Merger Merger, is sometimes hereinafter sometimes referred to as the “Surviving Corporation.”
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Insilicon Corp), Agreement and Plan of Merger (Synopsys Inc)
The Merger. At the Effective Time Time, and subject to and upon the terms and conditions of this Agreement and the applicable provisions of the General Corporation Law of the State of Delaware (“Delaware Law”), Merger Sub shall be merged with and into the Company (the “Merger”)Company, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation and as a wholly wholly-owned subsidiary of Parent. The surviving corporation after the Merger is hereinafter sometimes referred to hereinafter as the “Surviving Corporation.”
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Spreadtrum Communications Inc), Agreement and Plan of Merger (Shanda Games LTD)
The Merger. At Upon the Effective Time terms and subject to and upon the terms and conditions of this Agreement Agreement, the Certificate of Merger attached hereto as Exhibit A (the "Certificate of Merger") and the applicable provisions of Delaware Law, at the Effective Time (as defined below), Merger Sub shall be merged with and into the Company (the “Merger”)Company, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parent. The surviving corporation after the Merger is hereinafter sometimes referred to as (the “"Surviving Corporation").”
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Zarlink Semiconductor Inc), Agreement and Plan of Merger (Zarlink Semiconductor Inc)
The Merger. At the Effective Time and subject to and upon the terms and conditions of this Agreement Agreement, and the applicable provisions of the General Corporation Law of the State of Delaware (“Delaware Law”), Merger Sub shall be merged with and into the Company (the “Merger”)Company, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation and as a wholly wholly-owned subsidiary of Parent. The surviving corporation after the Merger is hereinafter sometimes referred to herein as the “Surviving Corporation.”
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ikena Oncology, Inc.), Agreement and Plan of Merger (Ikena Oncology, Inc.)
The Merger. At the Effective Time (as defined in Section 1.2) and subject to and upon the terms and conditions of this Agreement and the applicable provisions of the Delaware General Corporation Law (“Delaware Law”), Merger Sub shall be merged with and into the Company (the “Merger”)Company, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation and as a wholly wholly-owned subsidiary of Parent. The Company as the surviving corporation after the Merger is hereinafter sometimes referred to as the “Surviving Corporation.”
Appears in 2 contracts
Samples: Stockholders Agreement (Genstar Therapeutics Corp), Agreement and Plan of Merger (Mateon Therapeutics Inc)
The Merger. At Upon the Effective Time terms and subject to the conditions set forth in this Agreement, and upon the terms and conditions of this Agreement and the applicable provisions of in accordance with Delaware Law, at the Effective Time, Merger Sub shall be merged with and into the Company (Company. As a result of the “Merger”), the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parent. The surviving corporation after the Merger is hereinafter sometimes referred to as (the “Surviving Corporation.”) and a wholly-owned subsidiary of Acquiror. The name of the Surviving Corporation shall be Language Line, Inc.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Language Line Holdings, Inc.), Agreement and Plan of Merger (Language Line Costa Rica, LLC)
The Merger. At the Effective Time and subject to and upon the terms and subject to the conditions of this Agreement and in accordance with the applicable provisions of the Delaware LawGeneral Corporation Law ("DELAWARE LAW"), Merger Sub shall be merged with and into the Company (the “"MERGER"). 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 as the surviving corporation and as a wholly owned subsidiary of Parent. The surviving corporation after the Merger is hereinafter sometimes referred to as the “Surviving Corporationcease.”
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Premier Classic Art Inc), Agreement and Plan of Merger and Reorganization (Penny Lane Partners L P)
The Merger. At Upon the Effective Time terms and subject to and upon the terms and conditions of this Agreement and the applicable provisions of Delaware Law, Merger Sub at the Effective Time, Company shall be merged with and into the Company (the “Merger”)Merger Sub, the separate corporate existence of Company shall cease, and Merger Sub shall cease and the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parent. The surviving corporation after the Merger is hereinafter sometimes referred to as (the “Surviving Corporation”).”
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Imanage Inc), Agreement and Plan of Merger (Interwoven Inc)
The Merger. At the Effective Time and subject to (as defined below) and upon the terms and subject to the conditions of this Agreement and the applicable provisions of Delaware Law, Merger Sub shall be merged with and into the Company (Company. As a result of the “Merger”), the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation and as a direct wholly owned subsidiary of Capgemini NA and an indirect wholly owned Subsidiary of Parent. The surviving corporation after the Merger is hereinafter sometimes referred to as the “Surviving Corporation.”
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Kanbay International Inc), Agreement and Plan of Merger (Cap Gemini Sa)
The Merger. At the Effective Time Time, and subject to and upon the terms and conditions of this Agreement and the applicable provisions of Delaware Law, Merger Sub shall be merged merge with and into the Company. The Company (shall be the “Surviving Corporation in the Merger and shall continue its corporate existence under the laws of the State of Delaware. Upon consummation of the Merger”), the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parent. The surviving corporation after the Merger is hereinafter sometimes referred to as the “Surviving Corporationterminate.”
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Schwab Charles Corp), Agreement and Plan of Merger (Soundview Technology Group Inc)
The Merger. At Upon the terms and subject to the conditions of this Agreement, at the Effective Time and subject to and upon the terms and conditions (as defined in Section 2.3 of this Agreement and the applicable provisions of Delaware LawAgreement), Merger Sub shall be merged with and into the Company in accordance with the laws of the State of Delaware and the terms of this Agreement (the “Merger”), whereupon the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as be the surviving corporation and of the Merger (the Company, as a wholly owned subsidiary of Parent. The the surviving corporation after the Merger is hereinafter sometimes referred to herein as the “Surviving Corporation”).”
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Intertrust Technologies Corp), Agreement and Plan of Merger (Fidelio Acquisition Co LLC)
The Merger. At the Effective Time (as defined in Section 1.2) and subject to and upon the terms and conditions of this Agreement and the applicable provisions of Delaware Law, Merger Sub shall be merged with and into the Company (the “Merger”)Company, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parentcorporation. The Company as the surviving corporation after the Merger is hereinafter sometimes referred to as the “"Surviving Corporation.”"
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Moviefone Inc), Agreement and Plan of Merger (America Online Inc)
The Merger. At Upon the Effective Time terms and subject to the conditions hereof, (a) at the Effective Time, the separate existence of Merger Sub shall cease and upon the terms and conditions of this Agreement and the applicable provisions of Delaware Law, Merger Sub shall be merged with and into the Company (the “Merger”), the separate corporate existence of Merger Sub shall cease and ) (the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parent. The surviving corporation after the Merger is hereinafter sometimes referred to herein as the “Surviving Corporation”) and (b) from and after the Effective Time, the Merger shall have all the effects of a merger under the laws of the State of Delaware and other applicable law.”
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Zillow Inc), Agreement and Plan of Merger (Zillow Inc)
The Merger. At the Effective Time and subject to and upon the terms and conditions of (as defined in SECTION 2.3 hereof), in accordance with this Agreement and the applicable provisions General Corporation Law of the State of Delaware (the "Delaware Law"), Merger Sub shall be merged with and into the Company (the “Merger”)Company, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parentcorporation. The entity surviving corporation the Merger after the Merger Effective Time is hereinafter sometimes referred to hereinafter as the “"Surviving Corporation.”"
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Oea Inc /De/), Agreement and Plan of Merger (Autoliv Inc)
The Merger. At Upon the Effective Time terms and subject to and upon the terms and conditions of this Agreement and hereof, at the applicable provisions of Delaware LawEffective Time, Merger Sub shall be merged with and into the Company (the “Merger”), and the separate corporate existence of Merger Sub shall cease thereupon cease, and the Company shall continue Company, as the surviving corporation and as a wholly owned subsidiary of Parent. The surviving corporation after entity in the Merger is hereinafter sometimes referred to as (the “Surviving CorporationCompany”), shall by virtue of the Merger continue its existence under the Laws of the State of Delaware.”
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cowen Group, Inc.), Agreement and Plan of Merger (Labranche & Co Inc)
The Merger. At the Effective Time and subject to and upon the terms and subject to the conditions of this Agreement and the applicable provisions of Delaware Law, the Merger Sub shall be merged with and into the Company (Company. Following the “Merger”)Effective Time, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parent. The surviving corporation after in the Merger is hereinafter sometimes referred to as (the “Surviving Corporation”).”
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Spectrian Corp /Ca/), Agreement and Plan of Merger and Reorganization (Spectrian Corp /Ca/)
The Merger. At the Effective Time (as defined in Section 1.2) and subject to and upon the terms and conditions of this Agreement and the applicable provisions of Delaware Law, Merger Sub shall be merged with and into the Company (the “Merger”"MERGER"), the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parent. The surviving corporation after (the Merger is hereinafter sometimes referred to as the “Surviving Corporation"SURVIVING CORPORATION").”
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Sanmina Corp/De), Agreement and Plan of Reorganization (Sci Systems Inc)
The Merger. At Upon the Effective Time terms and subject to and upon the terms and conditions of set forth in this Agreement and the applicable provisions of Delaware LawAgreement, Merger Sub shall be merged will merge with and into the Company (at the “Merger”)Effective Time. At the Effective Time, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parentwill terminate. The surviving corporation after Company will be the Surviving Corporation in the Merger is hereinafter sometimes referred to as and will continue its existence under the “Surviving Corporationlaws of the State of Delaware.”
Appears in 2 contracts
Samples: Agreement and Plan of Merger (M&t Bank Corp), Agreement and Plan of Merger (Partners Trust Financial Group Inc)
