The Merger. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The Company will continue as the surviving corporation in the Merger (the “Surviving Corporation”).
Appears in 45 contracts
Samples: Agreement and Plan of Merger and Reorganization (Tocagen Inc), Agreement and Plan of Merger and Reorganization (Synlogic, Inc.), Agreement and Plan of Merger and Reorganization (Conatus Pharmaceuticals Inc.)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The , and the Company will continue as the surviving corporation in the Merger (the “Surviving Corporation”).
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Avago Technologies LTD), Agreement and Plan of Merger (Mellanox Technologies, Ltd.), Agreement and Plan of Merger (NCR Corp)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective TimeTime (as defined in Section 1.3), Merger Sub shall be merged with and into the Company. By virtue of the Merger, and at the Effective Time, the separate existence of Merger Sub shall cease. The cease and the Company will shall continue as the surviving corporation in the Merger (the “Surviving Corporation”).
Appears in 5 contracts
Samples: Agreement and Plan of Merger and Reorganization (iHookup Social, Inc.), Agreement and Plan of Merger and Reorganization (Lipocine Inc.), Agreement and Plan of Merger and Reorganization (iHookup Social, Inc.)
The Merger. Upon Subject to the terms and subject to the conditions set forth in this Agreement, and in accordance with the applicable provisions of law, at the Effective Time, Merger Sub (hereinafter defined) and the Company shall consummate a merger as set forth in the Plan of Merger (attached as Exhibit C), pursuant to which the Company shall be merged with and into Merger Sub, the Companyseparate corporate existence of the Company shall thereupon cease, and the separate existence of Merger Sub shall cease. The Company will continue as the surviving corporation in the Merger (the “Surviving Corporation”)corporation.
Appears in 5 contracts
Samples: Agreement and Plan of Reorganization (Lithia Motors Inc), Agreement and Plan of Reorganization (Lithia Motors Inc), Agreement and Plan of Reorganization (Lithia Motors Inc)
The Merger. Upon At the Effective Time (as defined in Section 1.3 hereof), subject to the terms and subject to conditions of this Agreement and the conditions set forth Articles of Merger (as defined in this Agreement, at the Effective TimeSection 1.3 hereof), Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The , and the Company will shall continue as the surviving corporation. The Company, in its capacity as the corporation in surviving the Merger (Merger, is hereinafter sometimes referred to as the “"Surviving Corporation”)."
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Sattel Global Networks Inc), Agreement and Plan of Merger (Sattel Global Networks Inc), Agreement and Plan of Merger (Sattel Global Networks Inc)
The Merger. Upon On the terms and subject to the conditions set forth in this Agreement, at and in accordance with the Effective TimeWBCA, Merger Sub shall be merged with and into WRECO at the CompanyEffective Time. As a result of the Merger, and at the Effective Time, the separate corporate existence of Merger Sub shall cease. The Company will cease and WRECO shall continue as the surviving corporation in the Merger (Merger. WRECO, as the surviving corporation following the Merger, is sometimes referred to in this Agreement as the “Surviving Corporation”).
Appears in 4 contracts
Samples: Voting Agreement (Weyerhaeuser Co), Voting Agreement (TRI Pointe Homes, Inc.), Voting Agreement (Weyerhaeuser Co)
The Merger. Upon the terms On and subject to the terms and conditions set forth in of this Agreement, Company will merge with and into Merger Sub (the “Merger”) at the Effective Time, Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The Company will continue as be the corporation surviving corporation in the Merger (the “Surviving Corporation”).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Comprehensive Care Corp), Agreement and Plan of Merger (Comprehensive Care Corp), Agreement and Plan of Merger (Hythiam Inc)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective TimeTime (as defined below), Merger Sub the Company shall be merged with and into the CompanyMerger Sub, and whereupon the separate existence of Merger Sub the Company shall cease. The Company will continue as the surviving corporation in the Merger (the “Surviving Corporation”).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (TEC Technology, Inc.), Agreement and Plan of Merger (China Advanced Construction Materials Group, Inc), Agreement and Plan of Merger (Sentient Brands Holdings Inc.)
The Merger. Upon At the Effective Time and subject to and upon the terms and subject to the conditions set forth in of this Agreement, at the Effective Time, Merger Sub shall be merged with and into Company (the Company"Merger"), and the separate corporate existence of Merger Sub shall cease. The cease and Company will shall continue as the surviving corporation in under the corporate name it possesses immediately prior to the Effective Time. Company as the surviving corporation after the Merger (is sometimes hereinafter referred to as the “"Surviving Corporation”)."
Appears in 4 contracts
Samples: Exhibit 1 (Medical Dynamics Inc), Agreement and Plan of Merger and Reorganization (Medical Dynamics Inc), Agreement and Plan of Merger and Reorganization (Infocure Corp)
The Merger. Upon the terms and subject to the conditions set forth hereof, and in this Agreementaccordance with the relevant provisions of the Corporation Law, at the Effective Time, Merger Sub shall be merged with and into the Company, and Company (the separate existence of Merger Sub shall cease“Merger”). The Company will continue as shall be the surviving corporation in the Merger (the “Surviving Corporation”)) and the separate corporate existence of Merger Sub shall cease.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Lear Corp), Agreement and Plan of Merger (Lear Corp), Agreement and Plan of Merger (Realogy Corp)
The Merger. Upon At the Effective Time and subject to and upon the terms and subject to conditions of this Agreement and the conditions set forth in this Agreement, at applicable provisions of the Effective TimeAct, Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The , and the Company will shall continue as the surviving corporation in the Merger Surviving Company and as a direct, wholly-owned Subsidiary of Buyer (the “Surviving CorporationMerger”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Pacific Ethanol, Inc.), Agreement and Plan of Merger (Seacor Holdings Inc /New/), Agreement and Plan of Merger (MGP Ingredients Inc)
The Merger. Upon the terms and subject to the conditions set forth in this Agreementhereof, at the Effective Time, Merger Sub shall be merged with and into the Company, Company and the separate existence of Merger Sub shall thereupon cease. The , and the Company will shall continue as the surviving corporation company in the Merger (the “Surviving CorporationCompany”)) in accordance with the DLLCA.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (CyrusOne Inc.), Agreement and Plan of Merger (Crestwood Midstream Partners LP), Agreement and Plan of Merger (Noven Pharmaceuticals Inc)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, at and in accordance with the Effective TimeNRS, Merger Sub shall be merged with and into the Company. As a result of the Merger, and the separate corporate existence of Merger Sub shall cease. The cease and the Company will shall continue as the surviving corporation in of the Merger (the “Surviving Corporation”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Arthrocare Corp), Agreement and Plan of Merger (Arthrocare Corp), Agreement and Plan of Merger (Medical Device Alliance Inc)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the General Corporation Law, at the Effective Time, Merger Sub shall be merged with and into STC. As a result of the CompanyMerger, and the separate corporate existence of Merger Sub shall cease. The Company will cease and STC shall continue as the surviving corporation in of the Merger (the “"Surviving Corporation”").
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Somatix Therapy Corporation), Agreement and Plan of Merger (Cell Genesys Inc), Agreement and Plan of Merger and Reorganization (Cell Genesys Inc)
The Merger. Upon the terms and subject to the conditions set forth in this AgreementAgreement and in accordance with the NRS, at the Effective Time, Merger Sub shall be merged with and into the Company. Following the Merger, and the separate corporate existence of Merger Sub shall cease. The , and the Company will shall continue as the surviving corporation in the Merger (the “Surviving Corporation”)) and a wholly-owned subsidiary of HoldCo.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (PNK Entertainment, Inc.), Agreement and Plan of Merger (Pinnacle Entertainment Inc.), Agreement and Plan of Merger (Ameristar Casinos Inc)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement, at and in accordance with the Effective TimeAct, Merger Sub shall be merged merge with and into the Company, and with the separate existence of Merger Sub shall cease. The Company will continue continuing as the surviving corporation in of such merger, at the Merger (the “Surviving Corporation”)Effective Time.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Kimball International Inc), Agreement and Plan of Merger (Kimball International Inc), 96592628v24 Agreement and Plan of Merger (Hni Corp)
The Merger. Upon Subject to the terms and subject to the conditions set forth in of this Agreement, at the Effective TimeTime (as hereinafter defined), Merger Sub Subsidiary shall be merged with and into the CompanyCompany pursuant to the terms and conditions set forth herein and in a plan of merger (the "Plan of Merger"). At the Effective Time, and the separate existence of Merger Sub Subsidiary shall cease. The cease and the Company will shall continue as the surviving corporation in the Merger (the “"Surviving Corporation”").
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Casino Magic Corp), Agreement and Plan of Merger (Hollywood Park Inc/New/), Agreement and Plan of Merger (Hollywood Park Inc/New/)
The Merger. Upon At the Effective Time, upon the terms and subject to the conditions set forth in this Agreement, at Agreement and in accordance with the Effective Timeapplicable provisions of the NCBCA, Merger Sub shall be merged with and into the Company, and whereupon the separate corporate existence of Merger Sub shall cease. The , and the Company will shall continue as the surviving corporation company in the Merger (the “Surviving Corporation”)) and a wholly owned subsidiary of Parent.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Waste Industries Usa Inc), Agreement and Plan of Merger (Cerecor Inc.), Agreement and Plan of Merger (Goldman Sachs Group Inc/)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, Merger Sub shall be merged with and into the CompanyCompany at the Effective Time. Following the Merger, and the separate corporate existence of Merger Sub shall cease. The Company will cease and the Company, as a wholly owned subsidiary of Holdings, shall continue as the surviving corporation in the Merger (the “"Surviving Corporation”"). The Merger will be effected pursuant to the provisions of, and with the effect provided in, the Minnesota Business Corporation Act (the "MBCA").
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Michael Foods Inc /Mn), Agreement and Plan of Merger (Mg Waldbaum Co), Agreement and Plan of Merger (Mg Waldbaum Co)
The Merger. Upon At the Effective Time (as defined in Section 1.2) and ---------- subject to and upon the terms and subject to conditions of this Agreement and the conditions set forth in this Agreement, at applicable provisions of the Effective TimeCorporate Code, Merger Sub shall be merged with and into Company (the Company"Merger"), and the separate corporate existence of the Merger Sub shall cease. The cease and Company will shall continue as the surviving corporation. Company as the surviving corporation in of the Merger (is hereinafter sometimes referred to as the “"Surviving Corporation”)."
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Xenogen Corp), Agreement and Plan of Reorganization (Xenogen Corp), Agreement and Plan of Reorganization (Xenogen Corp)
The Merger. Upon (a) At the Effective Time, and subject to and upon the terms and subject to the conditions set forth of this Agreement and in this Agreement, at the Effective Timeaccordance with applicable Laws, Merger Sub shall be merged with and into the Management Company, and whereby the separate existence of Merger Sub shall cease. The , and the Management Company will shall continue its existence under New York Law as the surviving corporation in the Merger entity (hereinafter sometimes referred to as the “Surviving CorporationEntity”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Empire State Realty Trust, Inc.), Agreement and Plan of Merger (Empire State Realty OP, L.P.), Agreement and Plan of Merger (Empire State Realty Trust, Inc.)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective TimeTime (as defined in Section 1.3(b)), Merger Sub shall be merged with and into the CompanyCompany (the merger of Merger Sub into the Company being referred to as the “Merger”). By virtue of the Merger, and at the Effective Time, the separate existence of Merger Sub shall cease. The cease and the Company will shall continue as the surviving corporation in the Merger (the “Surviving Corporation”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Zayo Group LLC), Agreement and Plan of Merger (Zayo Group LLC), Agreement and Plan of Merger (Abovenet Inc)
The Merger. Upon At the Effective Time (as defined in Section 1.3 hereof), subject to the terms and subject to conditions of this Agreement and the conditions set forth Certificate of Merger (as defined in this Agreement, at the Effective TimeSection 1.3 hereof), Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The , and the Company will shall continue as the surviving corporation. The Company, in its capacity as the corporation in surviving the Merger (Merger, is hereinafter sometimes referred to as the “"Surviving Corporation”)."
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Adc Telecommunications Inc), Agreement and Plan of Merger (Centigram Communications Corp), Agreement and Plan of Merger (Pairgain Technologies Inc /Ca/)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement, at (a) At the Effective Time, in accordance with this Agreement and the TBCA , Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The , and the Company will shall continue as the surviving corporation. Subject to Section 2.1(b), the Company, as the surviving corporation in after the Merger (Reverse Merger, is hereinafter sometimes referred to as the “"Surviving Corporation”)".
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mobility Electronics Inc), Agreement and Plan of Merger (Mobility Electronics Inc)
The Merger. Upon the terms and subject to the conditions set forth in of this AgreementAgreement and the applicable provisions of the Act, at the Effective Time, Merger Sub shall be merged with and into the Company, and the separate corporate existence of Merger Sub shall cease. The , and the Company will shall continue as the surviving corporation in of the Merger (the “Surviving Corporation”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Superclick Inc), Agreement and Plan of Merger (At&t Inc.)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, at and in accordance with the Effective TimeGBCC, Merger Sub shall be merged with and into the Company. As a result of the Merger, and the separate corporate existence of Merger Sub shall cease. The cease and the Company will shall continue as the surviving corporation in of the Merger (the “"Surviving Corporation”").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (T/R Systems Inc), Agreement and Plan of Merger (Electronics for Imaging Inc)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, Merger Sub shall be merged with and into the Company, and the separate corporate existence of Merger Sub shall cease. The Company will continue as the surviving corporation limited liability company in the Merger (the “Surviving CorporationEntity”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (NTN Buzztime Inc), Agreement and Plan of Merger and Reorganization (BioPharmX Corp)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the KGCC, at the Effective TimeTime (as defined below), Merger Sub shall be merged with and into the Company, and the separate corporate existence of Merger Sub shall thereupon cease. The , and the Company will continue as shall be the surviving corporation in the Merger (the “Surviving Corporation”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hospitality Distribution Inc), Agreement and Plan of Merger (Cec Entertainment Inc)
The Merger. Upon the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement, at and in accordance with the Effective TimeNRS, Merger Sub shall be merged with and into the Company. As a result of the Merger, and at the Effective Time, the separate corporate existence of Merger Sub shall cease. The cease and the Company will shall continue as the surviving corporation in of the Merger (the “Surviving Corporation”).. The name of the Surviving Corporation shall be “XON Cells, Inc.”
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Intrexon Corp), Agreement and Plan of Merger (Medistem Inc.)
The Merger. Upon Subject to and in accordance with the terms and subject to the conditions set forth in this Agreement, at the “Effective Time” (as defined in Section 1.2 hereof), Merger Sub Company shall be merged with and into Merger Sub, which shall be the Companysurviving corporation (the “Surviving Corporation”) in the Merger, and the separate existence of Merger Sub Company shall thereupon cease. The Company will continue as the surviving corporation in the Merger (the “Surviving Corporation”).
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Credence Systems Corp), Agreement and Plan of Reorganization (Nptest Holding Corp)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement, at Agreement and in accordance with the Effective TimeTBCA, Merger Sub shall be merged with and into the CompanyCompany at the Effective Time. Following the Effective Time, and the separate corporate existence of Merger Sub shall cease. The , and the Company will shall continue as the surviving corporation in the Merger (the “Surviving Corporation”)) and shall succeed to and assume all the rights and obligations of Merger Sub in accordance with the TBCA.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Amacore Group, Inc.), Agreement and Plan of Merger (Amacore Group, Inc.)
The Merger. Upon Subject to and in accordance with the terms and subject to the conditions set forth in this Agreement, at the Effective TimeTime (as defined below), Merger Sub shall be merged with and into Company, which shall be the Companysurviving corporation (the “Surviving Corporation”) in the Merger, and the separate existence of Merger Sub shall thereupon cease. The Company will continue as name of the surviving corporation Surviving Corporation shall remain “Plumtree Software, Inc.” The Merger shall have the effects set forth in the Merger applicable provisions of the Delaware General Corporation Law (the “Surviving CorporationDelaware Law”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bea Systems Inc), Agreement and Plan of Merger (Plumtree Software Inc)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with New York Law, at the Effective TimeTime (as defined in Section 2.03), Merger Sub shall be merged with and into Company. As a result of the CompanyMerger, and the separate corporate existence of Merger Sub shall cease. The cease and Company will shall continue as the surviving corporation in the Merger as a wholly owned subsidiary of Lux Sub (the “"Surviving Corporation”").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Seat Pagine Gialle Spa), Agreement and Plan of Merger (Netcreations Inc)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with VSCA, at the Effective TimeTime (as defined in Section 1.2 of this Agreement), Merger Sub the Company shall be merged with and into Merger Sub. As a result of the CompanyMerger, and the separate corporate existence of the Company shall cease and Merger Sub shall cease. The Company will continue as the surviving corporation in of the Merger (the “"Surviving Corporation”"). Certain terms used in this Agreement are defined in Section 9.3 hereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (McNichols Gerald R), Agreement and Plan of Merger (GRC International Inc)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, Merger Sub shall be merged with and into the Company, Company and the separate corporate existence of Merger Sub shall thereupon cease. The Company will continue as shall be the surviving corporation in the Merger, and the separate corporate existence of the Company, with all its rights, privileges, immunities, powers and franchises, shall continue unaffected by the Merger, except as set forth in this Article II. The Merger (shall have the “Surviving Corporation”)effect provided in this Agreement and as specified in the DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ceres, Inc.), Agreement and Plan of Merger (Cogentix Medical Inc /De/)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement, at At the Effective Time, Merger Sub in accordance with this Agreement and the NRS, the Company shall be merged with and into the CompanyMerger Sub, and the separate existence of the Company shall cease, and Merger Sub shall cease. The Company will continue as the surviving corporation in entity. For purposes of this Agreement, (i) the entity surviving the Merger after the Effective Time may be referred to as the "Surviving Entity" and (ii) the “Surviving Corporation”)Company and Merger Sub are collectively referred to as the "Constituent Entities."
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Kerr McGee Corp /De), Agreement and Plan of Merger (Westport Resources Corp /Nv/)
The Merger. Upon (a) Subject to the terms and subject to the conditions set forth in of this Agreement, at the Effective TimeTime (as hereinafter defined), Merger Sub the Company shall be merged with and into the CompanyMerger Subsidiary, and the separate existence of the Company shall cease (except as may be continued by operation of law) and Merger Sub Subsidiary shall cease. The Company will continue as the surviving corporation in the Merger (the “Surviving Corporation”"SURVIVING CORPORATION").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cafe Odyssey Inc), Agreement and Plan of Merger (Rodriguez Marcos & Sonya Nance Childrens Trust No 2)
The Merger. Upon Subject to and in accordance with the terms and subject to the conditions set forth in of this Agreement, Merger Sub will merge with and into the Company (the “Merger”) at the Effective Time, Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The Company will continue as shall be the corporation surviving corporation in the Merger (the “Surviving Corporation”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Dow Jones & Co Inc), Agreement and Plan of Merger (Marketwatch Inc)
The Merger. Upon At the Effective Time, upon the terms and subject to the conditions set forth of this Agreement and in this Agreement, at accordance with the Effective TimeCorporation Law, Merger Sub shall be merged with and into Total (the Company"Merger"). Following the Merger, Total shall continue as the surviving corporation (the "Surviving Corporation") and the separate corporate existence of Merger Sub shall cease. The Company will continue as the surviving corporation in the Merger (the “Surviving Corporation”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Total Research Corp), Agreement and Plan of Merger (Harris Interactive Inc)
The Merger. Upon On the terms and subject to the conditions set forth in this Agreement, at the Effective Time, Merger Sub Merging Company shall be merged with and into the Surviving Company. As a result of the Merger, the separate corporate existence of the Merging Company shall cease and the separate existence of Merger Sub Surviving Company shall cease. The Company will continue as the surviving corporation in of the Merger (the “"Surviving Corporation”").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (World Energy Solutions, Inc.), Agreement and Plan of Merger (Advanced 3-D Ultrasound Services Inc)
The Merger. Upon At the terms Closing, on and subject to the terms and conditions set forth in of this Agreement, at Company and Merger Sub will consummate the Effective TimeMerger by a merger of the Company with and into Merger Sub, pursuant to which Merger Sub shall be merged with and into the Company, and entity surviving the separate existence of Merger Sub shall cease. The Company will continue as the surviving corporation in the Merger (the “Surviving Corporation”)Merger.
Appears in 2 contracts
Samples: Merger and Asset Purchase Agreement (National Rv Holdings Inc), Merger and Asset Purchase Agreement (Riley Investment Management LLC)
The Merger. Upon Subject to the terms and subject to the conditions set forth in this Agreementhereof, at the Effective Time, Merger Sub shall be merged merge with and into Company in accordance with the CompanyWBCL, and whereupon the separate existence of Merger Sub shall cease. The , and Company will continue as shall be the surviving corporation in the Merger (the “Surviving Corporation”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Journal Media Group, Inc.), Agreement and Plan of Merger (Gannett Co., Inc.)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the OGCA, at the Effective Time, Merger Sub shall be merged with and into the Company, and the separate corporate existence of Merger Sub shall cease. The cease and the Company will continue as shall be the surviving corporation in the Merger (the “Surviving Corporation”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pre Paid Legal Services Inc), Agreement and Plan of Merger (Pre Paid Legal Services Inc)
The Merger. Upon At the Effective Time and upon the terms and subject to the conditions set forth of this Agreement and in this Agreement, at accordance with the Effective TimeNRS, Merger Sub shall be merged with and into the Company, and the separate corporate existence of Merger Sub shall cease. The cease and the Company will shall continue as the surviving corporation in the Merger (the “Surviving Corporation”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Herbst Gaming Inc), Agreement and Plan of Merger (Sands Regent)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the RIBCA, the Merger Sub shall merge with and into the Company at the Effective Time. At the Effective Time, the separate corporate existence of the Merger Sub shall be merged with and into the Company, cease and the separate existence of Merger Sub Company shall cease. The Company will continue as the surviving corporation in the Merger (the “Surviving Corporation”)) and shall succeed to and assume all the rights and obligations of the Merger Sub in accordance with the RIBCA.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Essilor International /Fi), Agreement and Plan of Merger (Costa Inc)
The Merger. Upon At the Effective Time and subject to and upon the terms and subject conditions of this Agreement and the applicable provisions of the NRS. Merger Sub and the Company shall consummate the Merger, pursuant to the conditions set forth in this Agreement, at the Effective Time, which Merger Sub shall be merged merge with and into the Company, and the separate corporate existence of Merger Sub shall cease. The cease and the Company will shall continue as the surviving corporation in the Merger (Merger. 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 (Spherix Inc), Agreement and Plan of Merger (DatChat, Inc.)
The Merger. Upon the terms On and subject to the terms and conditions set forth in of this Agreement, Merger Sub will merge with and into Company at the Effective Time, Merger Sub shall be merged with and into the Company, Time and the separate corporate existence of Merger Sub shall will thereupon cease. The Company will continue as shall be the surviving corporation in the Merger (the “Surviving Corporation”), and the separate corporate existence of Company, with all of its rights, privileges, summary powers and franchises, shall continue unaffected by the Merger, except as provided for in Section 2.4.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Talk America Holdings Inc), Agreement and Plan of Merger (Talk America Holdings Inc)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The Company will continue as the surviving corporation in the Merger (the “Surviving CorporationEntity”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (PTC Therapeutics, Inc.), Agreement and Plan of Merger (Chimerix Inc)
The Merger. Upon On the terms and subject to the conditions set forth in this Agreement, and in accordance with the LLC Act and the DE LLC Act, at the Effective Time, Merger Sub shall be merged with and into the Company. At the Effective Time, and the separate corporate existence of Merger Sub shall cease. The cease and the Company will shall continue as the surviving corporation in the Merger (the “Surviving Corporation”)Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (ONE Group Hospitality, Inc.), Agreement and Plan of Merger (ONE Group Hospitality, Inc.)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the URBCA, at the Effective Time, Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall thereupon cease. The , and the Company will continue as shall be the surviving corporation in the Merger (the “Surviving Corporation”)) and shall become, as a result of the Merger, a direct, wholly-owned subsidiary of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Dominion Resources Inc /Va/), Agreement and Plan of Merger (Questar Corp)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective TimeTime (as defined in Section 1.3), Merger Sub shall be merged with and into the CompanyMerger Partner, and the separate existence of Merger Sub shall cease. The Company will , and Merger Partner shall continue as the surviving corporation in the Merger (the “Surviving Corporation”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Avatech Solutions Inc), Agreement and Plan of Merger and Reorganization (Discovery Partners International Inc)
The Merger. Upon the terms and subject to the conditions set forth in this AgreementAgreement and in accordance with the NRS, at the Effective Time, Merger Sub shall be merged with and into the Company. Following the Merger, and the separate corporate existence of Merger Sub shall cease. The , and the Company will shall continue as the surviving corporation in the Merger (the “Surviving Corporation”)) and a wholly-owned subsidiary of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Harbin Electric, Inc), Agreement and Plan of Merger (Harbin Electric, Inc)
The Merger. Upon the terms and subject to the conditions set forth in this Agreementherein, at the Effective Time, Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The cease and the Company will continue shall become a wholly owned subsidiary of Acquirer (sometimes referred to herein as the surviving corporation in the Merger (the “Surviving Corporation”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Castle Biosciences Inc), Agreement and Plan of Merger (Castle Biosciences Inc)
The Merger. Upon At the Effective Time and subject to and upon the terms and subject to conditions of this Agreement and the conditions set forth in this Agreement, at the Effective TimePBCL, Merger Sub shall be merged with and into the Company, and the separate corporate existence of Merger Sub shall cease. The , and the Company will shall continue as the surviving corporation. The Company, as the surviving corporation in after the Merger (Merger, is hereinafter sometimes referred to as the “Surviving Corporation.”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Rent Way Inc), Agreement and Plan of Merger (Rent a Center Inc De)
The Merger. Upon At the Effective Time and subject to and upon the terms and subject to conditions of this Agreement and the conditions set forth in this Agreement, at applicable provisions of the Effective TimeNRS, Merger Sub shall be merged with and into the Company, and the separate corporate existence of Merger Sub shall cease. The , and the Company will shall continue as the surviving corporation in and a wholly-owned subsidiary of Parent. The Company, following the Merger (Merger, is sometimes referred to herein as the “Surviving Corporation.”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Double Eagle Petroleum Co), Agreement and Plan of Merger (Petrosearch Energy Corp)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement, at and in accordance with the Effective TimePBCL, Merger Sub shall be merged with and into the CompanyCompany at the Effective Time (the “Merger”). Following the Merger, and the separate corporate existence of Merger Sub shall cease. The cease and the Company will shall continue as the surviving corporation in the Merger (the “Surviving Corporation”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ict Group Inc), Agreement and Plan of Merger (Sykes Enterprises Inc)
The Merger. Upon Subject to and in accordance with the terms and subject to the conditions set forth in of this Agreement, Merger Sub will merge with and into the Company (the “Merger”) at the Effective Time, Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The Company will continue as shall be the corporation surviving corporation in the Merger (the “Surviving Corporation”)) and, at the Effective Time, the separate corporate existence of Merger Sub shall cease.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Adesa Inc), Agreement and Plan of Merger (Adesa California, LLC)
The Merger. Upon (a)Upon the terms and subject to the conditions set forth in of this Agreement, at the Effective Time, Merger Sub shall be merged (the “Merger”) with and into the CompanyCompany in accordance with Massachusetts Law, and whereupon the separate existence of Merger Sub shall cease. The , and the Company will continue as shall be the surviving corporation in the Merger (the “Surviving Corporation”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Chase Corp), Agreement and Plan of Merger (Chase Corp)
The Merger. Upon Subject to the terms and subject to the conditions set forth in this Agreement, and in accordance with the applicable provisions of law, at the Effective Time, Merger Sub (hereinafter defined) and the Company shall consummate a merger as set forth in the Plan of Merger (attached as Exhibit C), pursuant to which Merger Sub shall be merged with and into the Company, and the separate corporate existence of Merger Sub shall thereupon cease. The , and the Company will shall continue as the surviving corporation in the Merger (the “Surviving Corporation”)corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Lithia Motors Inc), Agreement and Plan of Reorganization (Lithia Motors Inc)
The Merger. Upon the terms and subject to conditions of this Agreement and in accordance with the conditions set forth in this AgreementKGCC, at the Effective Time, Merger Sub shall be merged with and into the Company. Following the Merger, and the separate corporate existence of Merger Sub shall cease. The cease and the Company will shall continue as the surviving corporation in the Merger (the “Surviving Corporation”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lindsay Corp), Agreement and Plan of Merger (Elecsys Corp)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement, at and in accordance with the Effective TimeNRS, Merger Sub shall be merged with and into the CompanyCompany at the Effective Time of the Merger (as defined in Section 1.3). Following the Merger, and the separate corporate existence of Merger Sub shall cease. The , and the Company will shall continue as the surviving corporation in the Merger (the “Surviving Corporation”)) and shall succeed to and assume all the rights, properties, liabilities and obligations of Merger Sub in accordance with the NRS.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Drayton Harbor Resources Inc.), Agreement and Plan of Merger (Badu Holdings, Inc.)
The Merger. Upon Subject to the terms and subject to conditions of this Agreement and in accordance with the conditions set forth in this AgreementAct, at the Effective Time, Merger Sub shall be merged with and into the Company, Company (the “Merger”) and the separate existence of Merger Sub shall cease. The Company will continue as the surviving corporation company in the Merger (the “Surviving CorporationCompany”)) and as the wholly-owned subsidiary of Parent. The separate corporate existence of Merger Sub will terminate following the Merger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Luminex Corp), Agreement and Plan of Merger (Luminex Corp)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Timehereof, Merger Sub shall be merged with and into the Company at the Effective Time (as defined below). Following the Merger, the Company, with all its purposes, objects, rights, privileges, powers and the separate existence of franchises, shall continue, and Merger Sub shall cease. The Company will continue as the surviving corporation in the Merger (the “Surviving Corporation”)cease to exist.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Grant Ventures Inc), Agreement and Plan of Merger (Grant Ventures Inc)
The Merger. Upon (a) Subject to and upon the terms and subject to the conditions set forth in of this Agreement, at the Effective Time, Merger Sub shall be merged merge with and into the CompanyCompany (the "Merger"), and the separate corporate existence of Merger Sub shall cease. The cease and the Company will shall survive and continue to exist as a Delaware corporation (the Company, as the surviving corporation in the Merger (Merger, sometimes being referred to herein as the “"Surviving Corporation”").
Appears in 2 contracts
Samples: 47 Agreement and Plan of Combination (North American Mortgage Co), Dime Bancorp Inc
The Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the TBCA, at the Effective TimeTime (as defined in Section 1.3), Merger Sub shall be merged with and into the Company, and the separate corporate existence of Merger Sub shall cease. The cease and the Company will shall continue as the surviving corporation in the Merger (the “"Surviving Corporation”").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (King Pharmaceuticals Inc), Agreement and Plan of Merger (Mylan Laboratories Inc)
The Merger. Upon Subject to and in accordance with the terms and subject to the conditions set forth in of this Agreement, the Merger Sub will merge with and into the Company (the "Merger") at the Effective Time, Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The Company will continue as shall be the corporation surviving corporation in the Merger (the “"Surviving Corporation”").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ravenswood Winery Inc), Agreement and Plan of Merger (Canandaigua B V)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement and the Statutory Merger Agreement, and pursuant to Section 104H of the Companies Act, at the Effective Time, Merger Sub shall be merged with and into the Company, and the separate corporate existence of Merger Sub shall thereupon cease. The , and the Company will continue as shall be the surviving corporation company in the Merger (such surviving company, the “Surviving CorporationCompany”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Triton International LTD), Agreement and Plan of Merger (Textainer Group Holdings LTD)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the NYBCL, at the Effective Time, Merger Sub shall be merged with and into the Company, Company and the separate corporate existence of Merger Sub shall ceasethereupon cease (the “Merger“). The Company will continue as shall be the surviving corporation in the Merger (sometimes hereinafter referred to as the “Surviving Corporation”“), and the separate corporate existence of the Company, with all its rights, privileges, immunities, powers and franchises, shall continue unaffected by the Merger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cole Kenneth Productions Inc), Agreement and Plan of Merger (Cole Kenneth Productions Inc)
The Merger. Upon On the terms and subject to the conditions set forth in this Agreement, and in accordance with the Merger Statute, at the Effective Time, Time the Merger Sub shall will be merged with and into the Company. As a result of the Merger, (a) the separate corporate existence of the Merger Sub will cease and the separate existence of Merger Sub shall cease. The Company will continue its corporate existence under the Merger Statute as the surviving corporation in the Merger (sometimes referred to herein as the “Surviving Corporation”), and (b) Hightimes shall own 100% of the Company Common Stock.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hightimes Holding Corp.), Agreement and Plan of Merger (Hightimes Holding Corp.)
The Merger. Upon Subject to the terms and subject to the conditions set forth in of this Agreement, at the Effective TimeTime (as defined in Section 1.02), Merger Sub shall be merged with and into the Company, Company in accordance with this Agreement and the separate corporate existence of Merger Sub shall thereupon cease. The Company will continue as shall be the surviving corporation in the Merger (sometimes hereinafter referred to as the “Surviving Corporation”"SURVIVING CORPORATION").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Royal Precision Inc), Agreement and Plan of Merger (Royal Precision Inc)
The Merger. Upon At the Effective Time (as defined in Section 1.3 hereof), subject to the terms and subject to conditions of this Agreement and the conditions set forth in this Agreement, at the Effective TimeCertificate of Merger, Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The , and the Company will shall continue as the surviving corporation. The Company, in its capacity as the corporation in surviving the Merger (Merger, is hereinafter sometimes referred to as the “Surviving Corporation.”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Microsemi Corp), Voting Agreement (Advanced Power Technology Inc)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the NYBCL, at the Effective TimeTime (as defined in Section 2.03), Merger Sub shall be merged with and into Company. As a result of the CompanyMerger, and the separate corporate existence of Merger Sub shall cease. The cease and Company will shall continue as the surviving corporation in of the Merger as a wholly owned subsidiary of Parent (the “"Surviving Corporation”").
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Multex Com Inc), Agreement and Plan of Merger and Reorganization (Multex Com Inc)
The Merger. Upon the terms of and subject to the conditions set forth in this Agreement, and in accordance with the CCC, at the Effective Time, Merger Sub shall be merged with and into the Company, and the separate corporate existence of Merger Sub shall cease. The cease and the Company will shall continue as the surviving corporation Surviving Corporation and shall succeed and assume all the property, rights, privileges, powers and franchises of Merger Sub in accordance with the Merger (the “Surviving Corporation”)CCC.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sphere 3D Corp), Agreement and Plan of Merger (Overland Storage Inc)
The Merger. Upon the terms and subject Subject to the conditions set forth in provisions of this Agreement, at the Effective Time, Merger Sub shall be merged with and into the Company, and the separate corporate existence of Merger Sub shall cease. The cease and the Company will continue as shall be the surviving corporation in the Merger (the “Surviving Corporation”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Docucon Inc), Agreement and Plan of Merger (Analytical Surveys Inc)
The Merger. Upon the terms and subject to the conditions set forth contained in this Agreement, at the Effective Time, Merger Sub shall be merged with and into the CompanyBPOMS, and the separate corporate existence of Merger Sub shall ceasethereupon cease (the “Merger”). The Company will BPOMS shall continue as the surviving corporation in the Merger (the “Surviving Corporation”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Healthaxis Inc), Agreement and Plan of Merger (BPO Management Services)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective TimeTime (as defined in Section 1.3), Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The , and the Company will shall continue as the surviving corporation in the Merger (the “Surviving Corporation”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Replidyne Inc), Agreement and Plan of Merger and Reorganization (Ethos Environmental, Inc.)
The Merger. Upon At the Effective Time (as defined in Section 1.3 hereof), subject to the terms and subject to conditions of this Agreement and the conditions set forth Certificate of Merger (as defined in this Agreement, at the Effective TimeSection 1.3 hereof), Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The , and the Company will shall continue as the surviving corporation. The Company, in its capacity as the corporation in surviving the Merger (Merger, is hereinafter sometimes referred to as the “Surviving Corporation”)"SURVIVING CORPORATION."
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Adc Telecommunications Inc), Agreement and Plan of Merger (Adc Telecommunications Inc)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the PBCL, at the Effective Time, Merger Sub the Company shall be merged with and into Merger Sub. As a result of the CompanyMerger, the separate corporate existence of the Company shall cease, and the separate existence of Merger Sub shall cease. The Company will continue as the surviving corporation in of the Merger (the “Surviving Corporation”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Integrated Circuit Systems Inc), Agreement and Plan of Merger (Integrated Device Technology Inc)
The Merger. Upon On the terms and subject to the conditions set forth in this Agreement, and in accordance with the LLC Act, at the Effective Time, Merger Sub shall be merged with and into the Company. At the Effective Time, and the separate corporate existence of Merger Sub shall cease. The cease and the Company will shall continue as the surviving corporation in the Merger (the “Surviving Corporation”)Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (ONE Group Hospitality, Inc.), Agreement and Plan of Merger (ONE Group Hospitality, Inc.)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the provisions of the LBCA, at the Effective Time, Merger Sub shall be merged with and into the Company, and the separate corporate existence of Merger Sub shall thereupon cease. The , and the Company will continue as shall be the surviving corporation in the Merger (Merger. The Company, as the surviving corporation after the Merger, is hereinafter referred to as the “Surviving Corporation”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Fresenius SE & Co. KGaA), Agreement and Plan of Merger (Akorn Inc)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, Merger Sub shall be merged with and into the Company, Company and the separate corporate existence of Merger Sub shall thereupon cease. The Company will continue as shall be the surviving corporation in the Merger (sometimes hereinafter referred to as the “Surviving Corporation”)., and the separate corporate existence of the Company with all its rights, privileges, immunities, powers and franchises shall continue unaffected by the Merger, except as set forth in
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hypercom Corp), Agreement and Plan of Merger (Merck & Co Inc)
The Merger. (a) Merger of the Sub Into Company. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall ceasecease (the "Merger"). The Company will shall continue as the surviving corporation in the of said Merger (the “"Surviving Corporation”").
Appears in 1 contract
The Merger. Upon the terms and subject to the conditions set forth hereof, and in this Agreementaccordance with the relevant provisions of the Combinations Law, at the Effective Time, Merger Sub shall be merged with and into the Company, and Company (the separate existence of Merger Sub shall cease“Merger”). The Company will continue as shall be the surviving corporation entity in the Merger (the “Surviving CorporationEntity”)) and the separate corporate existence of Merger Sub shall cease.
Appears in 1 contract
The Merger. Upon Subject to the terms and subject to the conditions set forth in of this Agreement, at ---------- the Effective Time, Time Merger Sub shall be merged with and into the Company, the Company shall be the surviving corporation (the "Surviving Corporation") and the --------------------- separate existence of Merger Sub shall cease. The Company will continue as the surviving corporation in the Merger thereupon cease (the “Surviving Corporation”"Merger").
Appears in 1 contract
The Merger. Upon the terms On and subject to the terms and conditions set forth in of this Agreement, Sub shall merge with and into Xxxxxx (the “Merger”) at the Effective Time, Merger Sub as defined. Xxxxxx shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The Company will continue as the corporation surviving corporation in the Merger (the “Surviving Corporation”).. Following the Merger, the separate corporate existence of Sub shall cease and Xxxxxx shall continue as the Surviving Corporation under the name SFBC Xxxxxx Technology, Inc.
Appears in 1 contract
The Merger. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, Merger Sub Privateer shall be merged with and into the CompanyMerger Sub, and the separate existence of Merger Sub Privateer shall cease. The Company Merger Sub will continue as the surviving corporation entity in the Merger (the “Surviving CorporationCompany”).
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Tilray, Inc.)
The Merger. Upon the terms On and subject to the terms and conditions set forth in of this Agreement, the Merger Sub will merge with and into the Company at the Effective Time, Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The Company will continue as shall be the corporation surviving corporation in the Merger (the “"Surviving Corporation”").
Appears in 1 contract
The Merger. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, Merger Sub shall be merged merge with and into the Company, and the separate existence of Merger Sub shall cease. The , and the Company will continue as the surviving corporation in the Merger (the “Transitory Surviving Corporation”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Universal Truckload Services, Inc.)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the TBCA, at the Effective Time, Merger Sub shall be merged merge with and into the Company, and the separate corporate existence of Merger Sub shall thereupon cease. The , and the Company will shall continue as the surviving corporation in the Merger (the “"Surviving Corporation”").
Appears in 1 contract
The Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the BCL, at the Effective Time, Merger Sub Time the Company shall be merged with and into the CompanyMerger Sub. As a result of Merger, and the separate corporate existence of the Company shall cease and Merger Sub shall cease. The Company will continue as the surviving corporation in of the Merger (the “Surviving Corporation”"SURVIVING CORPORATION").
Appears in 1 contract
The Merger. Upon the terms and subject to the conditions set forth hereof, and in this Agreementaccordance with the relevant provisions of the NRS, at the Effective Time, Merger Sub shall be merged with and into the Company, and Company (the separate existence of Merger Sub shall cease“Merger”). The Company will continue as shall be the surviving corporation in the Merger (the “Surviving Corporation”)) and shall continue its existence under the NRS. In connection with the Merger, the separate corporate existence of Merger Sub shall cease.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Center for Wound Healing, Inc.)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement, at and in accordance with the Effective TimeURULLCA, Merger Sub shall be merged with and into the CompanyCompany at the Effective Time. As a result of the Merger, and the separate corporate existence of Merger Sub shall cease. The cease and the Company will shall continue as the surviving corporation in company of the Merger (referred to herein as the “Surviving CorporationCompany”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Rent a Center Inc De)
The Merger. Upon At the Effective Time and subject to and upon the terms and subject to conditions of this Agreement and the conditions set forth in this Agreement, at applicable provisions of the Effective TimeCompanies Law, Merger Sub shall be merged with and into the Company, and the separate corporate existence of Merger Sub shall cease. The cease and the Company will shall continue as the surviving corporation in the Merger (the “Surviving CorporationCorp”).
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Andina Acquisition Corp)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement, at and in accordance with the Effective TimeCCC, Merger Sub shall be merged with and into the CompanyCompany at the Effective Time. At the Effective Time, and the separate corporate existence of Merger Sub shall cease. The cease and the Company will shall continue as the surviving corporation in the Merger (the “Surviving Corporation”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Applied Signal Technology Inc)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, 2.1 The Merger Sub shall be merged with and into the Company, ProVision pursuant to this Agreement and the separate corporate existence of the Merger Sub shall cease. The Company will continue cease and ProVision, as it exists from and after the surviving corporation in Closing, shall be the Merger (the “Surviving Corporation”)Company.
Appears in 1 contract
Samples: And Restated Agreement and Plan of Merger (MailTec, Inc.)
The Merger. Upon the terms and subject to the conditions set forth in of this AgreementAgreement and the provisions of applicable Law, at the Effective Time, the Merger Sub shall be merged merge with and into the Company, and the separate existence of Merger Sub Company shall cease. The Company will continue as the surviving corporation in the Merger (the “Surviving Corporation”), and the separate corporate existence of the Company, with all its rights, privileges, immunities, powers and franchises shall continue unaffected by the Merger. Upon consummation of the Merger, the separate corporate existence of the Merger Sub shall terminate.
Appears in 1 contract
The Merger. Upon Subject to the terms and subject to the conditions set forth in of this Agreement, at the Effective TimeTime (as defined in Section 1.03), Merger Sub shall be merged with and into the CompanyCompany in accordance with this Agreement, and the separate corporate existence of Merger Sub shall ceasethereupon cease (the "Merger"). The Company will continue as shall be the surviving corporation in the Merger (sometimes hereinafter referred to as the “"Surviving Corporation”") and will be a wholly owned subsidiary of Sage. The Merger shall have the effects specified in the Massachusetts Business Corporation Law (the "MBCL").
Appears in 1 contract
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the NRS and the Act, at the Effective Time, Merger Sub the Company shall be merged with and into Merger Sub. As a result of the CompanyMerger, and the separate corporate existence of the Company shall cease and Merger Sub shall cease. The Company will continue as the surviving corporation in of the Merger (the “"Surviving Corporation”").
Appears in 1 contract
Samples: Agreement and Plan of Merger (Synthetic Turf Corp of America)
The Merger. Upon At the Effective Time, upon the terms and subject to the conditions set forth in this Agreement, at Agreement and in accordance with the Effective TimeCCC, Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The Company will shall continue as the surviving corporation entity in the Merger (the “Surviving CorporationEntity”).
Appears in 1 contract
Samples: Purchase Agreement And (Oakley Inc)
The Merger. Upon In accordance with NRS 92A.100, and subject to and upon the terms and subject to the conditions set forth in of this Agreement, Merger Sub shall, at the Effective Time, Merger Sub shall be merged merge with and into the Company, and the separate corporate existence of Merger Sub shall cease. The , and the Company will shall continue as the surviving corporation in the Merger entity (the “Surviving CorporationCompany”). At the Effective Time, the effect of the Merger shall be as provided in NRS 92A.250.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Unrivaled Brands, Inc.)
