The Merger. (a) At the Effective Time, Merger Subsidiary shall be merged (the “Merger”) with and into the Company in accordance with Delaware Law, whereupon the separate existence of Merger Subsidiary shall cease, and the Company shall be the surviving corporation (the “Surviving Corporation”).
Appears in 44 contracts
Samples: Agreement and Plan of Merger (SS&C Technologies Holdings Inc), Agreement and Plan of Merger (Ventana Medical Systems Inc), Agreement and Plan of Merger (MSCI Inc.)
The Merger. (a) At the Effective Time, Merger Subsidiary shall be merged (the “"Merger”") with and into the Company in accordance with Delaware Law, whereupon the separate existence of Merger Subsidiary shall cease, and the Company shall be the surviving corporation (the “"Surviving Corporation”").
Appears in 11 contracts
Samples: Agreement and Plan of Merger (Advent Software Inc /De/), Agreement and Plan of Merger (Sodexho Marriott Services Inc), Agreement and Plan of Merger (Centris Group Inc)
The Merger. (a) At the Effective Time, Merger Subsidiary shall be merged (the “Merger”"MERGER") with and into the Company in accordance with Delaware Law, whereupon the separate existence of Merger Subsidiary shall cease, and the Company shall be the surviving corporation (the “Surviving Corporation”"SURVIVING CORPORATION").
Appears in 11 contracts
Samples: Agreement and Plan of Merger (Gibson Greetings Inc), Agreement and Plan of Merger (Thomas & Betts Corp), Agreement and Plan of Merger (Afc Cable Systems Inc)
The Merger. (a) At Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, Merger Subsidiary shall be merged (the “Merger”) with and into the Company in accordance with Delaware Law, whereupon the separate existence of Merger Subsidiary shall cease, and the Company shall be the surviving corporation (the “Surviving Corporation”).
Appears in 10 contracts
Samples: Agreement and Plan of Merger (Ingram Micro Inc), Agreement and Plan of Merger (Thermadyne Holdings Corp /De), Agreement and Plan of Merger (Ducommun Inc /De/)
The Merger. (a) At Upon the Effective Timeterms and subject to the conditions hereof, and in accordance with the provisions of the DGCL, Merger Subsidiary shall be merged (the “Merger”) with and into the Company in accordance with Delaware Lawat the Effective Time. Following the Merger, whereupon the separate existence of Merger Subsidiary shall cease, and the Company shall be continue as the surviving corporation (the “Surviving Corporation”)) and shall continue its corporate existence under the Laws of the State of Delaware, and the separate corporate existence of Merger Subsidiary shall cease.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Parallel Petroleum Corp), Agreement and Plan of Merger (Dune Energy Inc), Agreement and Plan of Merger (Eos Petro, Inc.)
The Merger. (a) At the Effective Time, Merger Subsidiary shall be merged (the “Merger”) with and into the Company in accordance with Delaware Law, whereupon the separate existence of Merger Subsidiary shall cease, and the Company shall be the surviving corporation (the “Surviving Corporation”).
Appears in 6 contracts
Samples: Agreement and Plan of Merger (InvenSense Inc), Agreement and Plan of Merger (STG Oms Acquisition Corp), Agreement and Plan of Merger (Amc Entertainment Holdings, Inc.)
The Merger. (a) At the Effective Time, Merger Subsidiary shall be merged (the “Merger”) with and into the Company in accordance with Delaware Law, whereupon the separate existence of Merger Subsidiary shall cease, and the Company shall be the surviving corporation (the “Surviving Corporation”)) and a wholly-owned subsidiary of Parent.
Appears in 5 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Exxon Mobil Corp), Agreement and Plan of Merger (Comcast Corp)
The Merger. (a) At the Effective Time, Merger Subsidiary MergerSub shall be merged (the “Merger”) with and into the Company in accordance with Delaware Law, whereupon the separate existence of Merger Subsidiary MergerSub shall cease, and the Company shall be the surviving corporation (the “Surviving Corporation”).
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Ebix Inc), Agreement and Plan of Merger (V F Corp), Agreement and Plan of Merger (Goldman Sachs Group Inc)
The Merger. (a) At the Effective Time, Merger Subsidiary the Company shall be merged with and into Merger Subsidiary in accordance with Delaware Law and, to the extent applicable, New Jersey Law (the “Merger”) with and into the Company in accordance with Delaware Law), whereupon the separate existence of Merger Subsidiary the Company shall cease, and the Company Merger Subsidiary shall be the surviving corporation entity (the “Surviving CorporationEntity”).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Pepsiamericas Inc/Il/), Agreement and Plan of Merger (Pepsi Bottling Group Inc), Agreement and Plan of Merger (Pepsico Inc)
The Merger. (a) At Subject to the terms and conditions of this Agreement, at the Effective Time, Merger Subsidiary shall be merged (the “Merger”) with and into the Company in accordance with Delaware Law, whereupon the separate existence of Merger Subsidiary shall cease, and the Company shall be the surviving corporation (the “Surviving Corporation”).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Transkaryotic Therapies Inc), Agreement and Plan of Merger (Costar Group Inc), Agreement and Plan of Merger (LoopNet, Inc.)
The Merger. (a) At the Effective Time, Merger Subsidiary shall be merged (the “Merger”) with and into the Company in accordance with Delaware Law and Georgia Law, whereupon the separate existence exis- tence of Merger Subsidiary shall cease, and the Company shall be the surviving corporation (the “"Surviving Corporation”").
Appears in 3 contracts
Samples: Agreement and Plan of Restructuring and Merger (Keebler Foods Co), Agreement and Plan of Restructuring and Merger (Kellogg Co), Agreement and Plan of Restructuring and Merger (Flowers Industries Inc /Ga)
The Merger. (a) At the Effective Time, Merger Subsidiary the Company shall be merged (the “Merger”) with and into the Company Merger Subsidiary in accordance with Delaware Law, whereupon the separate existence of Merger Subsidiary the Company shall cease, and the Company Merger Subsidiary shall be the surviving corporation wholly owned by the Parent (the “Surviving Corporation”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Rodman & Renshaw Capital Group, Inc.), Agreement and Plan of Merger (Hudson Holding Corp), Agreement and Plan of Merger (Hudson Holding Corp)
The Merger. (a) At the Effective Time, Merger Subsidiary shall be merged (the “"Merger”") with and into the Company in accordance with the Delaware Law, whereupon the separate existence of Merger Subsidiary shall cease, and the Company shall be the surviving corporation (the “"Surviving Corporation”").
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Compaq Dallas Inc), Agreement and Plan of Merger (Cheyenne Software Inc), Agreement and Plan of Merger (Cheyenne Software Inc)
The Merger. (a) At the Effective Time, Merger Subsidiary shall be merged (the “Merger”) with and into the Company in accordance with Delaware Law and Massachusetts Law, whereupon the separate existence of Merger Subsidiary shall cease, and the Company shall be the surviving corporation (the “Surviving Corporation”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Ade Corp), Agreement and Plan of Merger (Kla Tencor Corp), Agreement and Plan of Merger (Kla Tencor Corp)
The Merger. (a) At the Effective Time, Merger Subsidiary shall be merged (the “Merger”) with and into the Company in accordance with Delaware Law, whereupon the separate existence of Merger Subsidiary shall cease, and the Company shall be the surviving corporation (the “Surviving Corporation”). Notwithstanding the foregoing, Merger Subsidiary may substitute a wholly-owned subsidiary of Merger Subsidiary as the constituent entity in the Merger.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Cypress Bioscience Inc), Agreement and Plan of Merger (Ramius Value & Opportunity LLC), Agreement and Plan of Merger (RP Management, LLC)
The Merger. (a) At the Effective Time, Merger Subsidiary shall be merged (the “Merger”) with and into the Company in accordance with Delaware Lawthe NYBCL, whereupon the separate existence of Merger Subsidiary shall cease, and the Company shall be the surviving corporation (the “Surviving Corporation”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (ChyronHego Corp), Agreement and Plan of Merger (ChyronHego Corp)
The Merger. (a) At the Effective Time, Merger Subsidiary shall be merged (the “Merger”) with and into the Company in accordance with Delaware Maryland Law, whereupon the separate existence of Merger Subsidiary shall cease, and the Company shall be the surviving corporation (the “Surviving Corporation”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Longs Drug Stores Corp), Agreement and Plan of Merger (CVS Caremark Corp)
The Merger. (a) At Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, Merger Subsidiary shall be merged (the “Merger”) with and into the Company in accordance with Delaware Law, whereupon the separate existence of Merger Subsidiary shall cease, and the Company shall be the surviving corporation (the “Surviving Corporation”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Victor Technologies Group, Inc.), Agreement and Plan of Merger (Colfax CORP)
The Merger. (a) At the Effective Time, Merger Subsidiary shall be merged (the “Merger”) with and into the Company in accordance with Delaware Law, whereupon the separate existence of Merger Subsidiary shall cease, and the Company shall be the surviving corporation (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 (within the meaning of Section 251(h)) of the Offer without a vote on the adoption of this Agreement by the stockholders of the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Foundation Medicine, Inc.), Agreement and Plan of Merger (Roche Holding LTD)
The Merger. (a) At the Effective Time, Merger Subsidiary shall be merged (the “"Merger”") with and into the Company in accordance with the requirements of the General Corporation Law of the State of Delaware (the "Delaware Law"), whereupon the separate existence of Merger Subsidiary shall cease, and the Company shall be the surviving corporation in the Merger (the “"Surviving Corporation”").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Exxon Corp), Agreement and Plan of Merger (Mobil Corp)
The Merger. (a) At Upon the terms and subject to the conditions hereof, at the Effective TimeTime (as hereinafter defined), a newly formed wholly-owned subsidiary of Parent (the "Merger Subsidiary Subsidiary") shall be merged (the “"Merger”") with and into the Company in accordance with the General Corporation Law of the State of Delaware ("Delaware Law"), whereupon the separate existence of the Merger Subsidiary shall cease, and the Company shall be the surviving corporation (the “"Surviving Corporation”").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Zilkha Michael), Agreement and Plan of Merger (Sonat Inc)
The Merger. (a) At the Effective Time, Merger Subsidiary shall be merged (the “Merger”) with and into the Company in accordance with Delaware Law, whereupon the separate existence of Merger Subsidiary shall cease, and the Company shall be the surviving corporation (the “"Surviving Corporation”").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Industri Matematik International Corp), Agreement and Plan Of (Ventro Corp)
The Merger. (a) At the Effective Time, Merger Subsidiary shall be merged (the “Merger”) with and into the Company in accordance with Delaware Lawthe NJBCA and the DGCL, whereupon the separate existence of Merger Subsidiary shall cease, and the Company shall be the surviving corporation (the “Surviving Corporation”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Measurement Specialties Inc), Agreement and Plan of Merger (TE Connectivity Ltd.)
The Merger. (a) At the Effective Time, Merger Subsidiary shall be merged (the “Merger”) with and into the Company in accordance with Delaware New York Law, whereupon the separate existence of Merger Subsidiary shall cease, and the Company shall be the surviving corporation (the “Surviving Corporation”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Freeport McMoran Copper & Gold Inc), Agreement and Plan of Merger (Phelps Dodge Corp)
The Merger. (a) At the Effective Time, Merger Subsidiary shall be merged (the “Merger”) with and into the Company in accordance with Delaware Law, whereupon the separate existence of Merger Subsidiary shall cease, and the Company shall be the surviving corporation (the “Surviving Corporation”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (PricewaterhouseCoopers LLP), Agreement and Plan of Merger (Diamond Management & Technology Consultants, Inc.)
The Merger. (a) At the Effective Time, Merger Subsidiary shall be merged (the “Merger”) with and into the Company in accordance with the General Corporation Law of the State of Delaware (the “Delaware Law”), whereupon the separate existence of Merger Subsidiary shall cease, and the Company shall be the surviving corporation (the “Surviving Corporation”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Aetna Inc /Pa/), Agreement and Plan of Merger (Coventry Health Care Inc)
The Merger. (a) At In accordance with the provisions of this Agreement and the General Corporation Law of the State of Delaware (the "Delaware Law"), at the Effective Time, Merger Subsidiary shall be merged (the “"Merger”") with and into the Company in accordance with Delaware LawCompany, whereupon the separate existence of Merger Subsidiary shall cease, cease and the Company shall be the surviving corporation (hereinafter sometimes called the “"Surviving Corporation”)") in the Merger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Inference Corp /Ca/), Agreement and Plan of Merger (Inference Corp /Ca/)
The Merger. (a) At the Effective Time, Merger Subsidiary the Company shall be merged with and into Merger Subsidiary in accordance with Delaware Law (the “Merger”) with and into the Company in accordance with Delaware Law), whereupon the separate existence of the Merger Subsidiary shall cease, and the Company shall be the surviving corporation entity (the “Surviving CorporationEntity”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Dover Downs Gaming & Entertainment Inc), Agreement and Plan of Merger (Dover Motorsports Inc)
The Merger. (a) At the Effective Time, Merger Subsidiary shall be merged (the “Merger”) with and into the Company in accordance with Delaware Kentucky Law, whereupon the separate existence of Merger Subsidiary shall cease, and the Company shall be the surviving corporation (the “Surviving Corporation”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ns Group Inc), Agreement and Plan of Merger (Ipsco Inc)
The Merger. (a) At the Effective Time, Merger Subsidiary the Company shall be merged (the “"Merger”") with and into the Company Merger Subsidiary in accordance with Delaware Law and Arkansas Law, whereupon the separate existence of Merger Subsidiary the Company shall cease, and the Company Merger Subsidiary shall be the surviving corporation (the “"Surviving Corporation”").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (American Freightways Corp), Agreement and Plan of Merger (Fedex Corp)
The Merger. (a) At the Effective Time, Merger Subsidiary shall be merged (the “"Merger”") with and into the Company in accordance with the General Corporation Law of the State of Delaware ("Delaware Law"), whereupon the separate existence of Merger Subsidiary shall cease, and the Company shall be the surviving corporation (the “"Surviving Corporation”").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Compaq Computer Corp), Agreement and Plan of Merger (Tandem Computers Inc /De/)
The Merger. (a) At the Effective Time, Merger Subsidiary shall be merged (the “Merger”) with and into the Company in accordance with Delaware Missouri Law, whereupon the separate existence of Merger Subsidiary shall cease, and the Company shall be the surviving corporation (the “Surviving Corporation”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ralcorp Holdings Inc /Mo), Agreement and Plan of Merger (Conagra Foods Inc /De/)
The Merger. (a) At the Effective Time, Merger Subsidiary shall be merged (the “Merger”) with and into the Company in accordance with Delaware Law, whereupon the separate existence of Merger Subsidiary shall cease, and the Company shall be the surviving corporation (the “Surviving Corporation”)) and continue its corporate existence under the laws of the State of Delaware.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hanesbrands Inc.), Agreement and Plan of Merger (Maidenform Brands, Inc.)
The Merger. (a) At the Effective Time, Merger Subsidiary shall be merged (the “"Merger”") with and into the Company in accordance with the General Corporation Law of the State of Delaware (the "Delaware Law"), whereupon the separate existence of Merger Subsidiary shall cease, and the Company shall be the surviving corporation (the “"Surviving Corporation”"). At the election of Buyer, the Merger may be structured so that the Company shall be merged with and into Merger Subsidiary with the result that Merger Subsidiary shall be the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Plastic Specialties & Technologies Inc), Agreement and Plan of Merger (Puretec Corp)
The Merger. (a) At the Effective Time, Merger Subsidiary Sub shall be merged (the “Merger”) with and into the Company in accordance with Delaware Law, whereupon the separate existence of Merger Subsidiary Sub shall cease, and the Company shall be the surviving corporation (the “Surviving Corporation”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Netiq Corp), Agreement and Plan of Merger (Intl Fcstone Inc.)
The Merger. (a) At the Effective Time, Merger Subsidiary shall be merged (the “Merger”) with and into the Company in accordance with Delaware Law, whereupon the separate existence of Merger Subsidiary shall cease, and the Company shall be the surviving corporation (the “Surviving Corporation”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Genentech Inc), Agreement and Plan of Merger (Roche Investments USA Inc.)
The Merger. (a) At the Effective Time, Merger Subsidiary Sub shall be merged with and into the Company (the “Merger”) with and into the Company in accordance with Delaware Lawthe CBCA, and upon the terms set forth in this Agreement, whereupon the separate existence of Merger Subsidiary Sub shall cease, cease and the Company shall be the surviving corporation (the “Surviving Corporation”)) and shall continue its existence under the laws of the State of Connecticut. As a result of the Merger, the Company shall become a wholly owned subsidiary of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (St Paul Companies Inc /Mn/), Agreement and Plan of Merger (St Paul Companies Inc /Mn/)
The Merger. (a) At the Effective Time, Merger Subsidiary MergerSub shall be merged (the “Merger”"MERGER") with and into the Company in accordance with the Delaware LawLaw (as defined in Section 1.01(d)), and in accordance with the terms and conditions hereof, whereupon the separate existence of Merger Subsidiary MergerSub shall cease, and the Company shall be the surviving corporation (the “Surviving Corporation”"SURVIVING CORPORATION").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Thermadyne Holdings Corp /De), Agreement and Plan of Merger (Thermadyne Holdings Corp /De)
The Merger. (a) At the Effective TimeTime (as ---------- defined in Section 1.01(b) below), Merger Subsidiary shall be merged (the “"Merger”") with and into the Company in accordance with the General Corporation Law of the State of Delaware ("Delaware Law"), whereupon the separate existence of Merger Subsidiary shall cease, and the Company shall be the surviving corporation (the “"Surviving Corporation”").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ramsay Health Care Inc), Agreement and Plan of Merger (Ramsay Managed Care Inc)
The Merger. (a) At Subject to the terms and conditions of this Agreement, at the Effective Time, Merger Subsidiary shall be merged (the “Merger”) with and into the Company in accordance with Delaware Law, whereupon the separate existence of Merger Subsidiary shall cease, cease and the Company shall be the surviving corporation (the “Surviving Corporation”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Telewest Global Inc), Agreement and Plan of Merger (NTL Inc)
The Merger. (a) At Subject to the terms and conditions of this Agreement, at the Effective Time, Merger Subsidiary shall be merged (the “Merger”) with and into the Company in accordance with the Delaware Law, whereupon the separate existence of Merger Subsidiary shall cease, and the Company shall be the surviving corporation (the “"Surviving Corporation”").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Saga Systems Inc /De/), Agreement and Plan of Merger (Software Ag)
The Merger. (a) At the Effective Time, Merger Subsidiary shall be merged (the “Merger”) with and into the Company in accordance with Delaware Law, whereupon the separate existence of Merger Subsidiary shall cease, and the Company shall be the surviving corporation limited liability company (the “Surviving CorporationLLC”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Callidus Software Inc), Agreement and Plan of Merger (Callidus Software Inc)
The Merger. (a) At the Effective Time, Merger Subsidiary MergerSub shall be merged (the “Merger”) with and into the Company Caremark in accordance with Delaware Law, whereupon at which time the separate existence of Merger Subsidiary MergerSub shall cease, and the Company Caremark shall be the surviving corporation (the “Surviving Corporation”), and shall be a wholly owned, direct subsidiary of CVS.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (CVS Corp), Agreement and Plan of Merger (Caremark Rx Inc)
The Merger. (a) At the Effective Time, Merger Subsidiary shall be merged (the “Merger”) with and into the Company in accordance with the Delaware Law, General Corporation Law (the “DGCL”) whereupon the separate existence of Merger Subsidiary shall cease, and the Company shall be the surviving corporation (the “Surviving Corporation”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (SolarWinds, Inc.), Agreement and Plan of Merger (SolarWinds, Inc.)
The Merger. (a) At Upon the terms and conditions of this Agreement, at the Effective Time, Merger Subsidiary shall be merged (the “Merger”) with and into the Company in accordance with Delaware Law, whereupon the separate existence of Merger Subsidiary shall cease, and the Company shall be the surviving corporation (the “Surviving Corporation”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Fogo De Chao, Inc.), Agreement and Plan of Merger (Fogo De Chao, Inc.)
The Merger. (a) At the Effective Time, Merger Subsidiary shall be merged with and into the Company (the “Merger”) with and into the Company in accordance with the Delaware Law, whereupon the separate existence of Merger Subsidiary shall cease, and the Company shall be the surviving corporation (the “Surviving Corporation”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pacific Biosciences of California, Inc.), Agreement and Plan of Merger (Illumina Inc)
The Merger. (a) At the Effective Time, Merger Subsidiary shall be merged (the “"Merger”") with and into the Company in accordance with Delaware Indiana Law, whereupon the separate existence of Merger Subsidiary shall cease, and the Company shall be the surviving corporation (the “"Surviving Corporation”").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Central Newspapers Inc), Agreement and Plan of Merger (Gannett Co Inc /De/)
The Merger. (a) At In accordance with the provisions of this Agreement and the General Corporation Law of the State of Delaware (the "DELAWARE LAW"), at the Effective Time, Merger Subsidiary shall be merged (the “Merger”"MERGER") with and into the Company in accordance with Delaware LawCompany, whereupon the separate existence of Merger Subsidiary shall cease, cease and the Company shall be the surviving corporation (hereinafter sometimes called the “Surviving Corporation”)"SURVIVING CORPORATION") in the Merger and a wholly owned subsidiary of Acquirer.
Appears in 2 contracts
Samples: Agreement and Plan (Diamond Multimedia Systems Inc), Agreement and Plan (Diamond Multimedia Systems Inc)
The Merger. (a) At the Effective Time, Merger Subsidiary shall be merged (the “"Merger”") with and into the Company in accordance with Delaware Tennessee Law, whereupon the separate existence of Merger Subsidiary shall cease, and the Company shall be the surviving corporation (the “"Surviving Corporation”").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Charming Shoppes Inc), Agreement and Plan of Merger (Catherines Stores Corp)
The Merger. (a) At Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, Merger Subsidiary shall be merged (the “Merger”"MERGER") with and into the Company in accordance with the Delaware Law, whereupon the separate existence of Merger Subsidiary shall cease, and the Company shall be continue as the surviving corporation (the “Surviving Corporation”"SURVIVING CORPORATION").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Whittaker Corp), Agreement and Plan of Merger (Meggit PLC)
The Merger. (a) At Subject to the terms and conditions set forth in this Agreement, at the Effective Time, Merger Subsidiary shall be merged (the “Merger”) with and into the Company in accordance with Delaware Law, whereupon the separate existence of Merger Subsidiary shall cease, and the Company shall be the surviving corporation (the “Surviving Corporation”).
Appears in 1 contract
The Merger. (a) At the Effective Time, Merger Subsidiary MergerSub shall be merged (the “Merger”"MERGER") with and into the Company in accordance with Delaware Law, whereupon the separate existence of Merger Subsidiary MergerSub shall cease, and the Company shall be the surviving corporation (the “Surviving Corporation”"SURVIVING CORPORATION").
Appears in 1 contract
The Merger. (a) At the Effective Time, the Merger Subsidiary Sub shall be merged (the “Merger”) merge with and into the Company in accordance with Delaware LawLaw (the “Merger”), whereupon the separate existence of the Merger Subsidiary Sub shall cease, and the Company shall be the surviving corporation (the “Surviving Corporation”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Park Ohio Holdings Corp)
The Merger. (a) At Subject to the terms and conditions of this Agreement, at the Effective Time, Merger Subsidiary shall be merged (the “"Merger”") with and into the Company in accordance with Delaware Law, whereupon the separate existence of Merger Subsidiary shall cease, and the Company shall be the surviving corporation and shall continue its corporate existence under Delaware Law (the “"Surviving Corporation”").
Appears in 1 contract
The Merger. (a) At the Effective TimeTime (as defined below), Merger Subsidiary the ---------- Company shall be merged with (the “"Merger”") with and into the Company Merger Co. in accordance ------ with Delaware LawLaw (as defined below), whereupon the separate existence of Merger Subsidiary the Company shall cease, and the Company Merger Co. shall be the surviving corporation and wholly-owned subsidiary of Parent (the “"Surviving Corporation”").. ---------------------
Appears in 1 contract
The Merger. (ab) At the Effective Time, Merger Subsidiary shall be merged (the “Merger”) with and into the Company in accordance with Delaware South Dakota Law, whereupon the separate existence of Merger Subsidiary shall cease, and the Company shall be the surviving corporation (the “Surviving Corporation”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Raven Industries Inc)
The Merger. (a) At Subject to Section 2.01(e) and Section 2.01(f), at the Effective Time, Merger Subsidiary the Company shall be merged (the “"Merger”") with and into the Company Merger Subsidiary in accordance with Delaware Law, whereupon the separate existence of Merger Subsidiary the Company shall cease, and the Company Merger Subsidiary shall be the surviving corporation (the “"Surviving Corporation”").
Appears in 1 contract
Samples: Agreement and Plan of Merger (Promus Hotel Corp/De/)
The Merger. (a) At Subject to the terms and conditions of this Agreement, at the Effective Time, Merger Subsidiary shall be merged (the “Merger”) with and into the Company in accordance with this Agreement and Delaware Law, whereupon the separate existence of Merger Subsidiary shall cease, and the Company shall be the surviving corporation (the “"Surviving Corporation”").
Appears in 1 contract
Samples: Agreement and Plan of Merger (Tanning Technology Corp)
The Merger. (a) At the Effective TimeTime (as defined in Section 2.01(b)), Merger Subsidiary shall be merged (the “"Merger”") with and into the Company in accordance with Delaware LawLaw and the terms and conditions of this Agreement, whereupon the separate existence of Merger Subsidiary shall cease, and the Company shall be the surviving corporation (the “"Surviving Corporation”)") and shall be a direct wholly-owned subsidiary of Buyer. The Offer and the Merger are sometimes hereinafter referred to as the "Transaction."
Appears in 1 contract
Samples: Merger Agreement
The Merger. (a) At Upon the Effective Timeterms and subject to the conditions set forth in this Agreement, and in accordance with the relevant provisions of Delaware Law, Merger Subsidiary shall be merged (the “Merger”) with and into the Company (the "MERGER") at the Effective Time. Following the Merger, the separate corporate existence of Merger Subsidiary shall cease and the Company shall continue as the surviving corporation (the "SURVIVING CORPORATION") and shall succeed to and assume all the rights and obligations of Merger Subsidiary in accordance with Delaware Law, whereupon the separate existence of Merger Subsidiary shall cease, and the Company shall be the surviving corporation (the “Surviving Corporation”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Computer Associates International Inc)
The Merger. (a) At On the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with Delaware Law, at the Effective Time, Merger Subsidiary shall be merged (the “Merger”) with and into the Company in accordance with Delaware Law, whereupon whereupon, the separate existence of Merger Subsidiary shall cease, cease and the Company shall be the surviving corporation (the “Surviving Corporation”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Quantenna Communications Inc)
The Merger. (a) At On and subject to the Effective Time, Merger Subsidiary shall be merged (the “Merger”) with terms and into the Company conditions of this Agreement and in accordance with Delaware Law, whereupon the separate existence of Merger Subsidiary shall cease, will merge with and into the Company (the "MERGER") at the Effective Time (as hereinafter defined). The Company shall be the corporation surviving corporation the Merger (the “Surviving Corporation”"SURVIVING CORPORATION").
Appears in 1 contract
The Merger. (a) At In accordance with the provisions of this Agreement and the General Corporation Law of the State of Delaware (the “Delaware Law”), at the Effective Time, the Merger Subsidiary shall be merged with and into the Company (the “Merger”) with and into the Company in accordance with Delaware Law), whereupon the separate existence of the Merger Subsidiary shall cease, cease and the Company shall be the surviving corporation (hereinafter sometimes called the “Surviving Corporation”)) in the Merger and a wholly owned subsidiary of Parent.
Appears in 1 contract
The Merger. (a) At the Effective Time, Merger Subsidiary Sub shall be merged (the “Merger”) with and into the Company in accordance with Delaware Law, whereupon the separate existence of Merger Subsidiary Sub shall cease, and the Company shall be the surviving corporation (the “Surviving Corporation”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Inter Tel (Delaware), Inc)
The Merger. (a) At the Effective Time, Merger Subsidiary the Company shall be merged (the “Merger”) with and into the Company MergerSub in accordance with Delaware Law, whereupon at which time the separate existence of Merger Subsidiary the Company shall cease, and the Company MergerSub shall be the surviving corporation (the “Surviving Corporation”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Artisan Components Inc)
The Merger. (a) At Subject to the terms and conditions of this Agreement, at the Effective Time, Merger Subsidiary shall be merged (the “Merger”) with and into the Company in accordance with the Delaware Law, whereupon the separate existence of Merger Subsidiary shall cease, and the Company shall be the surviving corporation (the “Surviving Corporation”"SURVIVING CORPORATION").
Appears in 1 contract
Samples: Agreement and Plan of Merger (Thayer Equity Investors Iii Lp)
The Merger. (a) At the Effective Time, Merger Subsidiary shall be merged (the “Merger”"MERGER") with and into the Company in accordance with Delaware Law, whereupon the separate existence of Merger Subsidiary shall cease, and the Company shall be the surviving corporation (the “Surviving Corporation”"SURVIVING CORPORATION"). The Offer and the Merger are sometimes hereinafter referred to as the "TRANSACTION."
Appears in 1 contract
The Merger. (a) At the Effective Time, Merger Subsidiary shall be merged (the “Merger”) with and into the Company in accordance with Delaware Indiana Law, whereupon the separate existence of Merger Subsidiary shall cease, and the Company shall be the surviving corporation (the “Surviving Corporation”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Emmis Communications Corp)
The Merger. (a) 1. At the Effective Time, Merger Subsidiary shall be merged (the “Merger”) with and into the Company in accordance with Delaware Law, whereupon the separate existence of Merger Subsidiary shall cease, and the Company shall be the surviving corporation (the “Surviving Corporation”).
Appears in 1 contract
The Merger. (a) At Upon the terms and subject to the conditions of this Agreement and the applicable provisions of Delaware Law, at the Effective Time, Merger Subsidiary shall be merged (the “Merger”"MERGER") with and into the Company in accordance with Delaware Law, whereupon the separate existence of Merger Subsidiary shall cease, and the Company shall be the surviving corporation (the “Surviving Corporation”"SURVIVING CORPORATION").
Appears in 1 contract
The Merger. (a) At Upon and subject to the Effective Timeterms and conditions of this Agreement, Merger Subsidiary shall be merged (the “Merger”) merge with and into the Company in accordance with Delaware Lawat the Effective Time. From and after the Effective Time, whereupon the separate corporate existence of Merger Subsidiary shall cease, cease and the Company shall be continue as the surviving corporation Surviving Corporation. The Merger shall have the effects set forth in Section 259 of the Delaware General Corporation Law (the “Surviving CorporationDGCL”).
Appears in 1 contract
Samples: Merger Agreement (CDC Corp)
The Merger. (a) At the Effective Time, Merger Subsidiary Sub shall be merged (the “Merger”"MERGER") with and into the Company in accordance with the General Corporation Law of the State of Delaware Law("DELAWARE LAW"), whereupon the separate existence of Merger Subsidiary Sub shall cease, and the Company shall be the surviving corporation (the “Surviving Corporation”"SURVIVING CORPORATION").
Appears in 1 contract
The Merger. (a) At the Effective Time, Merger Subsidiary shall be merged (the “Merger”) with and into the Company in accordance with the General Corporation Law of the State of Delaware Law(the “DGCL”), whereupon the separate existence of Merger Subsidiary shall cease, and the Company shall be the surviving corporation (the “Surviving Corporation”). The Stock Purchase and the Merger are sometimes hereinafter referred to as the “Transaction.”
Appears in 1 contract
Samples: Agreement and Plan of Merger (Chart Industries Inc)
The Merger. (a) At the Effective TimeTime (as defined below), Merger Subsidiary shall be merged (the “Merger”) with and into the Company in accordance with Delaware Law, whereupon the separate existence of Merger Subsidiary shall cease, and the Company shall be the surviving corporation (the “Surviving Corporation”"SURVIVING CORPORATION").
Appears in 1 contract
The Merger. (a) At Subject to the terms and conditions of this Agreement, at the Effective Time, Merger Subsidiary shall be merged (the “Merger”"MERGER") with and into the Company in accordance with Delaware Law, whereupon the separate existence of Merger Subsidiary shall cease, and the Company shall be the surviving corporation and shall continue its corporate existence under Delaware Law (the “Surviving Corporation”"SURVIVING CORPORATION").
Appears in 1 contract
Samples: Agreement and Plan of Merger (Nautica Enterprises Inc)
The Merger. (a) At the Effective Time, Merger Subsidiary ---------- shall be merged (the “Merger”"MERGER") with and into the Company in accordance with the Delaware Law, whereupon the separate existence of Merger Subsidiary shall cease, and the Company shall be the surviving corporation (the “Surviving Corporation”"SURVIVING CORPORATION").
Appears in 1 contract
Samples: Agreement and Plan of Merger (Dimension Data Holdings PLC)
The Merger. (a) At In accordance with the provisions of this Agreement and the General Corporation Law of the State of Delaware (the "DELAWARE LAW"), at the Effective Time, the Merger Subsidiary shall be merged (the “Merger”) with and into the Company in accordance with Delaware Law(the "MERGER"), whereupon the separate existence of the Merger Subsidiary shall cease, cease and the Company shall be the surviving corporation (hereinafter sometimes called the “Surviving Corporation”)"SURVIVING CORPORATION") in the Merger and a wholly owned subsidiary of Parent.
Appears in 1 contract
The Merger. (a) At Upon the terms and subject to the conditions set forth herein, in the Certificate of Merger filed pursuant to Section 2.01(d) and the Delaware Law, at the Effective Time, Merger Subsidiary shall be merged (the “Merger”) with and into the Company in accordance with Delaware Law, whereupon the separate existence of Merger Subsidiary shall cease, cease and the Company shall be the surviving corporation in the Merger under the name YMax Corporation (the “Surviving Corporation”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Vocaltec Communications LTD)
The Merger. (a) At Upon the terms and subject to the conditions hereof, at the Effective TimeTime (as defined in Section 1.3), Merger Subsidiary the Company shall be merged (the “Merger”) with and into the Company in accordance with Delaware LawMerger Subsidiary, whereupon the separate existence of the Company shall thereupon cease, and Merger Subsidiary shall cease, and the Company shall be continue as the surviving corporation in the Merger (the “Surviving "SURVIVING CORPORATION") under the laws of the State of Delaware under the name "Corning Tropel Corporation”)".
Appears in 1 contract
The Merger. (a) At the Effective Time, Merger Subsidiary shall be merged (the “Merger”) with and into the Company in accordance with Delaware Law, whereupon the separate existence of Merger Subsidiary shall cease, and the Company shall be the surviving corporation (the “Surviving Corporation”)) and a direct wholly-owned subsidiary of Parent.
Appears in 1 contract
The Merger. (a) At Subject to Section 2.01(e) and Section 2.01(f), at the Effective Time, Merger Subsidiary the Company shall be merged (the “Merger”"MERGER") with and into the Company Merger Subsidiary in accordance with Delaware Law, whereupon the separate existence of Merger Subsidiary the Company shall cease, and the Company Merger Subsidiary shall be the surviving corporation (the “Surviving Corporation”"SURVIVING CORPORATION").
Appears in 1 contract
The Merger. (a) At Subject to the terms and conditions of this Agreement, at the Effective Time, Merger Subsidiary shall be merged (the “Merger”"MERGER") with and into the Company in accordance with Delaware Law, whereupon the separate existence of Merger Subsidiary shall cease, and the Company shall be the surviving corporation (the “Surviving Corporation”"SURVIVING CORPORATION").
Appears in 1 contract
The Merger. (a) At Subject to the terms and conditions hereof, at the Effective Time, Merger Subsidiary Sub shall be merged merge with and into the Company (the “Merger”) with and into the Company in accordance with the Delaware LawRevised Uniform Limited Partnership Act (the “DRULPA”), whereupon the separate existence of Merger Subsidiary Sub shall cease, and the Company shall be the surviving corporation company (the “Surviving CorporationCompany”).
Appears in 1 contract
Samples: Agreement and Plan of Merger
The Merger. (a) At the Effective Time, Merger Subsidiary MergerSub shall be merged (the “"Merger”") with and into the Company in accordance with the Delaware LawLaw (as defined in Section 1.01(d)), and in accordance with the terms and conditions hereof, whereupon the separate existence of Merger Subsidiary MergerSub shall cease, and the Company shall be the surviving corporation (the “"Surviving Corporation”").
Appears in 1 contract
Samples: Agreement and Plan of Merger (Donaldson Lufkin & Jenrette Inc /Ny/)
The Merger. (a) At Under the terms and subject to the conditions of this Agreement, and in accordance with Delaware Law, at the Effective Time, Merger Subsidiary shall be merged (the “Merger”) merge with and into the Company in accordance with Delaware LawCompany, whereupon whereupon, the separate existence of Merger Subsidiary shall cease, and the Company shall be the surviving corporation (the “Surviving Corporation”).
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The Merger. (a) At the Effective TimeTime (as defined in Section 1.01(b) below), Merger Subsidiary shall be merged (the “"Merger”") with and into the Company in accordance with the General Corporation Law of the State of Delaware ("Delaware Law"), whereupon the separate existence of Merger Subsidiary shall cease, and the Company shall be the surviving corporation (the “"Surviving Corporation”").
Appears in 1 contract
Samples: Agreement and Plan of Merger (United Park City Mines Co)
The Merger. (a) At the Effective Time, Merger Subsidiary shall be merged (the “Merger”) with and into the Company in accordance with Delaware Law, whereupon the separate existence of Merger Subsidiary shall cease, and the Company shall be the surviving corporation (the “Surviving Corporation”)) and continue its corporate existence under Delaware Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Lumos Networks Corp.)
The Merger. (a) At Upon the terms and subject to the conditions of this Agreement, at the Effective TimeTime (as defined below), Merger Subsidiary the Company shall be merged (the “Merger”) with and into the Company in accordance with Delaware Law, whereupon Merger Subsidiary (the "Merger"). The separate existence and corporate organization of the Company shall thereupon cease and the Merger Subsidiary shall cease, and the Company thereupon be a single corporation. The Merger Subsidiary shall be the surviving corporation in the Merger (the “"Surviving Corporation”)") and shall continue its existence under the provisions of the Delaware General Corporation Law.
Appears in 1 contract
The Merger. (a) At the Effective Time, Merger Subsidiary shall will be merged (the “Merger”) with and into the Company in accordance with Delaware LawArticle 11 of the NCBCA, whereupon the separate existence of Merger Subsidiary shall cease, and the Company shall be the surviving corporation (the “Surviving Corporation”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Wandel & Goltermann Management Holding GMBH)
The Merger. (a) At Subject to the terms and conditions of this Agreement, at the Effective Time, Merger Subsidiary shall be merged (the “Merger”) with and into the Company in accordance with Delaware Law, whereupon the separate existence of Merger Subsidiary shall cease, and the Company shall be the surviving corporation (with respect to all post-Closing periods, the “"Surviving Corporation”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Laidlaw International Inc)
The Merger. (a) At the Effective Time, Merger Subsidiary shall be merged (the “"Merger”") with and into the Company in accordance with Delaware Law, whereupon the separate existence of Merger Subsidiary shall cease, and the Company shall be the surviving corporation (the “"Surviving Corporation”"). The Offer and the Merger are sometimes hereinafter referred to as the "Transaction."
Appears in 1 contract
Samples: Agreement and Plan of Merger (Amsted Industries Inc /De/)
The Merger. (a) At the Effective Time, Merger Subsidiary shall be merged (the “Merger”"MERGER") with and into the Company in accordance with the Delaware Law, whereupon the separate existence of Merger Subsidiary shall cease, and the Company shall be the surviving corporation (the “Surviving Corporation”"SURVIVING CORPORATION").
Appears in 1 contract
Samples: Agreement and Plan of Merger (PFC Acquisition Corp)
The Merger. (a) At the Effective Time, Merger Subsidiary shall be merged (the “Merger”) with and into the Company in accordance with Delaware Nevada Law, whereupon the separate existence of Merger Subsidiary shall cease, and the Company shall be the surviving corporation and as a wholly owned subsidiary of Parent and disregarded for federal and state tax purposes (the “Surviving Corporation”).
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The Merger. (a) At Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, Merger Subsidiary shall be merged (the “Merger”) with and into the Company in accordance with Delaware Law, whereupon the separate existence of Merger Subsidiary shall cease, and the Company shall be the surviving corporation (the “Surviving Corporation”). The Merger shall have the effects set forth in the applicable provisions of Delaware Law.
Appears in 1 contract
The Merger. (a) At the Effective Time, Merger ---------- Subsidiary shall be merged (the “"Merger”") with and into the Company in accordance with Delaware Law, whereupon the separate existence of Merger Subsidiary shall cease, and the Company shall be the surviving corporation (the “"Surviving Corporation”").
Appears in 1 contract
Samples: Agreement and Plan of Merger (Platinum Technology International Inc)
The Merger. (a) At Subject to the terms and conditions of this Agreement, at the Effective Time, Merger Subsidiary shall be merged (the “Merger”) merge with and into the Company in accordance with Delaware Law, whereupon whereupon, the separate existence of Merger Subsidiary shall cease, cease and the Company shall be the surviving corporation (the “Surviving Corporation”).
Appears in 1 contract
The Merger. (ab) At Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, at the Effective Time, Merger Subsidiary shall be merged (the “Merger”) with and into the Company in accordance with Delaware Law, whereupon the separate existence of Merger Subsidiary shall cease, and the Company shall be the surviving corporation (the “Surviving Corporation”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Conmed Healthcare Management, Inc.)
The Merger. (a) At the Effective TimeTime (as defined below), Merger Subsidiary the Company shall be merged (the “"Merger”") with and into the Company Merger Subsidiary in accordance with the General Corporation Law of the State of Delaware (the "Delaware Law"), whereupon the separate existence of Merger Subsidiary the Company shall cease, and the Company Merger Subsidiary shall be the surviving corporation (the “"Surviving Corporation”").
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The Merger. (a) At the Effective Time, Merger Subsidiary Sub shall be merged (the “Merger”) with and into the Company in accordance with the Limited Liability Company Act of the State of Delaware (“Delaware Law”), whereupon the separate existence of Merger Subsidiary Sub shall cease, and the Company shall be the surviving corporation limited liability company (the “Surviving CorporationCompany”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Virtus Investment Partners, Inc.)
The Merger. (a) At Upon the terms and subject to the conditions hereof, at the Effective TimeTime (as defined in Section 1.3), the Merger Subsidiary shall be merged (the “Merger”) with and into the Company in accordance with Delaware Law, whereupon and the separate existence of the Merger Subsidiary shall thereupon cease, and the Company shall be continue as the surviving corporation in the Merger (the “"Surviving Corporation”).") under the laws of the State of Delaware under the name "Lumisys Incorporated"
Appears in 1 contract
