The Merger. Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the General Corporation Law of the State of Delaware (the "DGCL"), Merger Sub shall be merged with and into the Company at the Effective Time. Following the Effective Time, the separate corporate existence of Merger Sub shall cease, and the Company 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 DGCL.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Universal American Financial Corp), Termination and Release Agreement (Activant Solutions Inc /De/), Agreement and Plan of Merger (Monsanto Co /New/)
The Merger. Upon the terms and subject to the conditions set forth in of this Agreement and Agreement, in accordance with the General Corporation Law DGCL, at the Effective Time, Merger Sub shall merge with and into Company. Company shall be the surviving corporation in the Merger, as a wholly owned subsidiary of Parent, and shall continue its corporate existence under the Laws of the State of Delaware (as the "DGCL"), Merger Sub shall be merged with and into Surviving Corporation. Upon consummation of the Company at the Effective Time. Following the Effective TimeMerger, the separate corporate existence of Merger Sub shall cease, and the Company 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 DGCLterminate.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Neff Corp), Agreement and Plan of Merger (Neff Corp), Agreement and Plan of Merger (H&E Equipment Services, Inc.)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement and in accordance with at the General Corporation Law of the State of Delaware (the "DGCL")Effective Time, Merger Sub shall be merged merge with and into the Company at (the Effective Time. Following the Effective Time“Merger”), and the separate corporate existence of Merger Sub shall cease, and the . The Company shall continue as the surviving corporation entity in the Merger (the "“Surviving Corporation"”) and shall succeed to continue its existence under the Laws of the State of Delaware, with all its rights, privileges, immunities, powers and assume all franchises. The Merger shall have the rights and obligations of Merger Sub effects set forth in accordance with the DGCL.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Investment Technology Group, Inc.), Agreement and Plan of Merger (KCG Holdings, Inc.), Agreement and Plan of Merger (Virtu Financial, Inc.)
The Merger. Upon At the Effective Time (as defined in Section 1.02), subject to the terms and subject to the conditions set forth in of this Agreement and in accordance with the General Corporation Law provisions of the State of Delaware (the "DGCL"), Merger Sub shall be merged (the “Merger”) with and into the Company at the Effective TimeCompany. Following the Effective TimeMerger, the separate corporate existence of Merger Sub shall cease, and the Company shall continue as the surviving corporation in (sometimes hereinafter referred to as the Merger (the "“Surviving Corporation"”) and shall succeed continue to and assume all be governed by the rights and obligations laws of Merger Sub in accordance with the DGCLState of Delaware.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Datastream Systems Inc), Agreement and Plan of Merger (Borland Software Corp), Agreement and Plan of Merger (Magellan Holdings, Inc.)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the General Corporation Law of DGCL, at the State of Delaware (the "DGCL")Effective Time, Merger Sub shall be merged with and into the Company at the Effective Time. Following the Effective TimeCompany, and the separate corporate existence of Merger Sub shall cease, thereupon cease and the Company shall continue as be the surviving corporation in the Merger and continue as a Delaware corporation (the "“Surviving Corporation"”) and shall succeed to and assume all as a result of the rights and obligations of Merger Sub in accordance with the DGCLMerger.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Medassets Inc), Agreement and Plan of Merger (Pantry Inc), Agreement and Plan of Merger (Wageworks, Inc.)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the General Corporation Law of DGCL, at the State of Delaware (the "DGCL")Effective Time, Merger Sub shall be merged with and into the Company at the Effective TimeCompany. Following At the Effective Time, the separate corporate existence of Merger Sub shall cease, and the Company shall continue as be the surviving corporation in the Merger (the "“Surviving Corporation"”) and shall continue its corporate existence under the laws of the State of Delaware and shall succeed to and assume all of the rights and obligations of the Company and Merger Sub in accordance with the DGCL.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Sunedison, Inc.), Agreement and Plan of Merger (Finisar Corp), Agreement and Plan of Merger (Vivint Solar, Inc.)
The Merger. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the General Corporation Law of DGCL, at the State of Delaware (the "DGCL")Effective Time, Merger Sub shall be merged merge with and into the Company at the Effective Time. Following the Effective TimeCompany, the separate corporate existence of Merger Sub shall cease, cease and the Company shall continue its corporate existence under the laws of the State of Delaware as the surviving corporation in the Merger (the "“Surviving Corporation"”) and shall succeed to and assume all the rights and obligations a wholly owned Subsidiary of Merger Sub in accordance with the DGCLParent.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Encore Wire Corp), Agreement and Plan of Merger (United States Steel Corp), Agreement and Plan of Merger (National Instruments Corp)
The Merger. Upon After the Expiration Date, upon the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the Delaware General Corporation Law of the State of Delaware (the "DGCL"), Merger Sub shall be merged with and into the Company at the Effective TimeTime (as defined in Section 2.03). Following At the Effective Time, the separate corporate existence of Merger Sub shall cease, cease and the Company shall continue as the surviving corporation in the Merger (the "Surviving Corporation") and shall succeed to and assume all of the rights and obligations of Merger Sub in accordance with the DGCL.
Appears in 4 contracts
Samples: Document Agreement and Plan of Merger (Information Resources Inc), Agreement and Plan of Merger (Information Resources Inc), Document Agreement and Plan of Merger (Information Resources Inc)
The Merger. Upon Subject to the terms and subject to the conditions set forth in of this Agreement and in accordance with the General Corporation Law of DGCL, at the State of Delaware (Effective Time, the "DGCL"), Company and Merger Sub shall be merged consummate the Merger pursuant to which (i) Merger Sub shall merge with and into the Company at the Effective Time. Following the Effective Time, and the separate corporate existence of Merger Sub shall cease, thereupon cease and (ii) the Company shall continue as be the surviving corporation (the “Surviving Corporation”) in the Merger (the "Surviving Corporation") and shall succeed continue to and assume all be governed by the rights and obligations laws of the State of Delaware. The Merger Sub shall have the effects set forth in accordance with the DGCL.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Icx Technologies Inc), Agreement and Plan of Merger (Flir Systems Inc), Agreement and Plan of Merger (L-1 Identity Solutions, Inc.)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement and in accordance with Agreement, at the General Corporation Law of the State of Delaware (the "DGCL")Effective Time, Merger Sub shall be merged with and into the Company at the Effective Time. Following the Effective Time, and the separate corporate existence of Merger Sub shall thereupon cease, and the . The Company shall continue as 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 succeed to and assume all continue unaffected by the rights and obligations of Merger. The Merger Sub shall have the effects specified in accordance with the Delaware General Corporation Law (the “DGCL”).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Alfa Corp), Agreement and Plan of Merger (Orchard Enterprises, Inc.), Agreement and Plan of Merger (Dimensional Associates, LLC)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement and in accordance with Agreement, at the General Corporation Law of the State of Delaware (the "DGCL")Effective Time, Merger Sub shall be merged with and into the Company at Company, in accordance with the Effective Time. Following provisions of the Effective TimeDelaware General Corporation Law, as amended (the “DGCL”) and the separate corporate existence of Merger Sub shall thereupon cease, . The Company shall be the Surviving Corporation and the Company separate corporate existence of the Company, with all its rights, privileges, immunities, powers and franchises, shall continue as unaffected by the surviving corporation Merger. The Merger shall have the effects set forth in this Agreement and in the Merger (the "Surviving Corporation") and shall succeed to and assume all the rights and obligations applicable provisions of Merger Sub in accordance with the DGCL.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Penn National Gaming Inc), Agreement and Plan of Merger (Tropicana Las Vegas Hotel & Casino, Inc.), Agreement and Plan of Merger (International Rectifier Corp /De/)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement and in accordance with Agreement, at the General Corporation Law of the State of Delaware (the "DGCL")Effective Time, Merger Sub shall be merged with and into the Company at in accordance with the Effective Time. Following the Effective TimeDGCL, whereupon the separate corporate existence of Merger Sub shall cease, cease and the Company shall continue as the surviving corporation in Surviving Corporation under the Merger (Laws of the "Surviving Corporation") and shall succeed to and assume all the rights and obligations State of Merger Sub in accordance with the DGCLDelaware.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Webmethods Inc), Agreement and Plan of Merger (Fidelity & Guaranty Life), Agreement and Plan of Merger (Si International Inc)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the Delaware General Corporation Law of the State of Delaware (the "DGCL"), Merger Sub shall be merged with and into the Company at the Effective TimeTime (as defined in Section 1.3) of the Merger. Following the Effective TimeMerger, the separate corporate existence of Merger Sub shall cease, and the Company 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 DGCL.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Clear Channel Communications Inc), Agreement and Plan of Merger (Universal Outdoor Holdings Inc), Agreement and Plan of Merger (Clear Channel Communications Inc)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the General Corporation Law of DGCL, at the State of Delaware Effective Time (as defined in Section 1.2 below), the Company and Merger Sub shall consummate a merger (the "DGCLMerger"), Merger Sub ) in which (a) the Company shall be merged with and into the Company at the Effective Time. Following the Effective Time, Merger Sub and the separate corporate existence of Merger Sub the Company shall thereupon cease, and the Company (b) Merger Sub shall continue as the surviving corporation in the Merger (the "Surviving Corporation") and shall succeed to and assume all of the rights rights, properties, liabilities and obligations of Merger Sub in accordance with the DGCLCompany.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Magnetic Technologies Corp), Agreement and Plan of Merger (SPS Technologies Inc), Agreement and Plan of Merger (SPS Technologies Inc)
The Merger. Upon Subject to the terms and subject to conditions of this Agreement, at the conditions set forth in this Agreement and in accordance with the General Corporation Law of the State of Delaware Effective Time: (the "DGCL"), a) Merger Sub shall be merged with and into the Company at the Effective Time. Following the Effective Time, and the separate corporate existence of Merger Sub shall thereupon cease, and (b) the Company shall continue as be the successor or surviving corporation in the Merger (the "Surviving Corporation") and shall succeed continue to be governed by the laws of the State of Delaware, and assume (c) the separate corporate existence of the Company with all its rights, privileges, immunities, powers and franchises shall continue unaffected by the rights and obligations of Merger. The Merger Sub shall have the effects set forth in accordance with the DGCL.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (AMICAS, Inc.), Agreement and Plan of Merger (Merge Healthcare Inc), Agreement and Plan of Merger (AMICAS, Inc.)
The Merger. Upon At the Effective Time, upon the terms and subject to the conditions set forth in this Agreement and in accordance with the applicable provisions of the Delaware General Corporation Law of the State of Delaware (the "“DGCL"”), Merger Sub shall will be merged with and into the Company at the Effective Time. Following the Effective TimeCompany, whereupon the separate corporate existence of Merger Sub shall cease, and the Company shall continue its corporate existence under the DGCL as the surviving corporation in the Merger (the "“Surviving Corporation"”) and a wholly owned subsidiary of Parent. The effects and consequences of the Merger shall succeed to be as set forth in this Agreement and assume all the rights and obligations of Merger Sub in accordance with the DGCL.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Vertro, Inc.), Agreement and Plan of Merger (Vertro, Inc.), Agreement and Plan of Merger (Inuvo, Inc.)
The Merger. Upon the terms and subject to the conditions set forth in of this Agreement Agreement, and in accordance with the General Corporation Law of DGCL and the State of Delaware (DLLC Act, at the "DGCL")Effective Time, the Merger Sub shall be merged with and into the Company at Company. At the Effective Time. Following Time and as a result of the Effective TimeMerger, the separate corporate existence of Merger Sub shall cease, cease and the Company shall continue as the surviving corporation in Surviving Corporation following the Merger. The existence of the Company shall continue unaffected and unimpaired by the Merger (and, as the "Surviving Corporation") and , it shall succeed to and assume all be governed by the rights and obligations Laws of Merger Sub in accordance with the DGCLState of Delaware.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Ev3 Inc.), Agreement and Plan of Merger (Micro Therapeutics Inc), Agreement and Plan of Merger (Micro Investment LLC)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the General Corporation Law of DGCL and the State of Delaware (ARS, at the "DGCL")Effective Time, Merger Sub shall be merged with and into the Company at the Effective TimeCompany. Following At the Effective Time, the separate corporate existence of Merger Sub shall cease, and the Company shall continue as be the surviving corporation company in the Merger (the "“Surviving Corporation"Company”) and shall continue its limited liability company existence under the laws of the State of Delaware and shall succeed to and assume all of the rights and obligations of the Company and Merger Sub in accordance with the DGCL.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Amended and Restated Agreement and Plan of Merger (TILT Holdings Inc.), Amended and Restated Agreement and Plan of Merger (TILT Holdings Inc.)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement and in accordance with Agreement, at the General Corporation Law of the State of Delaware (the "DGCL")Effective Time, Merger Sub shall be merged with and into the Company at the Effective Time. Following the Effective TimeCompany, whereupon the separate corporate existence of Merger Sub shall cease, cease and the Company shall continue as be the surviving corporation (the “Surviving Corporation”). The Merger shall have the effects specified in the Merger Delaware General Corporation Law (the "Surviving Corporation") and shall succeed to and assume all the rights and obligations of Merger Sub in accordance with the “DGCL”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (United States Steel Corp), Agreement and Plan of Merger (Lone Star Technologies Inc)
The Merger. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the General Corporation Law of DGCL, at the State of Delaware Effective Time (the "DGCL"as defined below), Merger Sub shall be merged merge with and into the Company at the Effective Time. Following the Effective TimeCompany, the separate corporate existence of Merger Sub shall cease, cease and the Company shall continue its corporate existence under the laws of the State of Delaware as the surviving corporation in the Merger (the "“Surviving Corporation"”) and shall succeed to and assume all the rights and obligations a direct wholly owned Subsidiary of Merger Sub in accordance with the DGCLParent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (L3harris Technologies, Inc. /De/), Agreement and Plan of Merger (Aerojet Rocketdyne Holdings, Inc.)
The Merger. Upon the terms and subject to the conditions set forth in of this Agreement Agreement, and in accordance with the General Corporation Law of DGCL, at the State of Delaware (the "DGCL")Effective Time, Merger Sub shall be merged with and into the Company at Company. As a result of the Effective Time. Following the Effective TimeMerger, the separate corporate existence of Merger Sub shall cease, cease and the Company shall continue as the surviving corporation in following the Merger (the "Surviving Corporation") ). The corporate existence of the Company shall continue unaffected and unimpaired by the Merger and, as the Surviving Corporation, it shall succeed to and assume all be governed by the rights and obligations laws of Merger Sub in accordance with the DGCLState of Delaware.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Caremark Rx Inc), Agreement and Plan of Merger (Advancepcs)
The Merger. Upon Subject to the terms and subject to the conditions set forth in of this Agreement and in accordance with the General Corporation Law of DGCL, at the State of Delaware Effective Time, the Company and Sub shall consummate a merger (the "DGCL"), Merger “Merger”) pursuant to which (i) Sub shall be merged merge with and into the Company at the Effective Time. Following the Effective Time, and the separate corporate existence of Merger Sub shall cease, thereupon cease and (ii) the Company shall continue as be the surviving corporation (the “Surviving Corporation”) in the Merger (the "Surviving Corporation") and shall succeed continue to and assume all be governed by the rights and obligations laws of the State of Delaware. The Merger Sub shall have the effects set forth in accordance with the DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Omrix Biopharmaceuticals, Inc.), Agreement and Plan of Merger (Johnson & Johnson)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement and hereof, in accordance with the General Corporation Law of DGCL, at the State of Delaware (the "DGCL")Effective Time, Merger Sub shall be merged with and into the Company at the Effective Time. Following the Effective TimeCompany, the separate corporate existence of Merger Sub shall cease, and with the Company shall continue as the surviving corporation in the Merger (the "Surviving CorporationSURVIVING CORPORATION") ), which shall continue its corporate existence under the laws of the State of Delaware and shall succeed to and assume all the rights and obligations separate existence of Merger Sub in accordance with shall thereupon cease. As a result of the DGCLMerger, the Company will become a wholly-owned subsidiary of Buyer. The name of the Surviving Corporation shall be the name of the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Plato Learning Inc), Agreement and Plan of Merger (Lightspan Inc)
The Merger. Upon the terms and subject to the conditions set forth in of this Agreement Agreement, and in accordance with the General Corporation Law of DGCL, at the State of Delaware (the "DGCL")Effective Time, Merger Sub shall be merged (the “Merger”) with and into the Company at the Effective Time. Following the Effective TimeCompany, whereupon the separate corporate existence of Merger Sub shall cease, and the Company shall continue its corporate existence under the name “GXS Group, Inc.” as the surviving corporation in the Merger (the "“Surviving Corporation"”) and shall succeed continue to and assume all be governed by the rights and obligations laws of Merger Sub in accordance with the DGCLState of Delaware.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Open Text Corp), Agreement and Plan of Merger (GXS Worldwide, Inc.)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement and in accordance with Agreement, at the General Corporation Law of the State of Delaware Effective Time, (the "DGCL"), a) Merger Sub shall be merged with and into the Company at in accordance with the Effective Time. Following the Effective Time, DGCL and (b) the separate corporate existence of Merger Sub shall cease, cease and the Company shall continue its corporate existence under Delaware Law 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 DGCL”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Itc Deltacom Inc), Agreement and Plan of Merger (Earthlink 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 and the applicable provisions of the DGCL, Merger Sub shall merge with and into the Company. The Company shall be the surviving corporation in accordance with the General Corporation Law Merger (the “Surviving Corporation”) and shall continue its corporate existence under the Laws of the State of Delaware (Delaware. Upon consummation of the "DGCL"), Merger Sub shall be merged with and into the Company at the Effective Time. Following the Effective TimeMerger, the separate corporate existence of Merger Sub shall cease, and the Company 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 DGCLterminate.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Gerdau Ameristeel Corp), Agreement and Plan of Merger (Chaparral Steel CO)
The Merger. Upon Subject to the terms and subject to conditions of this Agreement, at the conditions set forth Effective Time (as defined in this Agreement and in accordance with the General Corporation Law of the State of Delaware (the "DGCL"Section 1.3), Merger Sub shall be merged with and into the Company at the Effective Time. Following the Effective Timein accordance with this Agreement, and the separate corporate existence of Merger Sub shall thereupon cease, and the . The Company shall continue as be the surviving corporation in the Merger (sometimes hereinafter referred to as the "Surviving Corporation") and will be a wholly-owned subsidiary of Parent. The Merger shall succeed to and assume all have the rights and obligations of Merger Sub effects specified in accordance with the Delaware General Corporation Law ("DGCL").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cephalon Inc), Agreement and Plan of Merger (Cephalon Inc)
The Merger. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the General Corporation Law of DGCL, at the State of Delaware (the "DGCL")Effective Time, Merger Sub shall be merged will merge with and into the Company at the Effective Time. Following the Effective TimeCompany, the separate corporate existence of Merger Sub shall cease, will cease and the Company shall will continue its corporate existence under Delaware Law 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 Section 259 of the DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hologic Inc), Agreement and Plan of Merger (Gen Probe Inc)
The Merger. (a) Upon the terms and subject to the conditions set forth in of this Agreement Agreement, and in accordance with the General Corporation Law of DGCL, at the State of Delaware (the "DGCL")Effective Time, Merger Sub shall be merged with and into the Company at the Effective Time. Following the Effective TimeCompany, whereupon the separate corporate existence of Merger Sub shall cease, and the Company shall continue as the surviving corporation in the Merger (sometimes referred to herein as the "Surviving Corporation") and shall succeed continue to be governed by the laws of the State of Delaware and assume all shall continue under the rights and obligations of Merger Sub in accordance with the DGCL.name "DSM Catalytica Pharmaceuticals, Inc."
Appears in 2 contracts
Samples: Agreement and Plan of Merger (DSM Nv), Agreement and Plan of Merger (Catalytica Inc)
The Merger. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the General Corporation Law of the State of Delaware (the "DGCL"), Merger Sub shall be merged with and into the Company at the Effective TimeTime (as defined in Section 1.03). Following At the Effective Time, the separate corporate existence of Merger Sub shall cease, cease and the Company shall continue as the surviving corporation in the Merger (the "Surviving Corporation") ). The Merger and shall succeed the other transactions contemplated by this Agreement are referred to and assume all in this Agreement collectively as the rights and obligations of Merger Sub in accordance with the DGCL"Transactions."
Appears in 2 contracts
Samples: Agreement and Plan of Merger (MCK Communications Inc), Agreement and Plan of Merger (Verso Technologies Inc)
The Merger. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the General Corporation Law of DGCL, at the State of Delaware (the "DGCL")Effective Time, Merger Sub shall be merged will merge with and into the Company at the Effective Time. Following the Effective TimeCompany, the separate corporate existence of Merger Sub shall cease, will cease and the Company shall will continue its corporate existence under Delaware law 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 Section 259 of the DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hologic Inc), Agreement and Plan of Merger (Third Wave Technologies Inc /Wi)
The Merger. Upon Subject to the terms and subject to conditions of this Agreement, at the conditions set forth Effective Time (as defined in this Agreement and in accordance with the General Corporation Law of the State of Delaware (the "DGCL"Section 1.3), Merger Sub shall be merged with and into the Company at the Effective Time. Following the Effective Timein accordance with this Agreement, and the separate corporate existence of Merger Sub shall thereupon cease, and the . The Company shall continue as be the surviving corporation in the Merger (sometimes hereinafter referred to as the "Surviving Corporation") and ). The Merger shall succeed to and assume all have the rights and obligations of Merger Sub effects specified in accordance with the Delaware General Corporation Law (the "DGCL").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Baker Hughes Inc), Agreement and Plan of Merger (Western Atlas Inc)
The Merger. (a) Upon the terms and subject to the conditions set forth in this Agreement and in accordance with Agreement, at the General Corporation Law of the State of Delaware (the "DGCL")Effective Time, Merger Sub shall be merged with and into the Company at in accordance with the Effective Time. Following the Effective TimeDGCL, the separate corporate existence of Merger Sub shall cease, cease and the Company shall continue as the surviving corporation in Surviving Corporation under the Merger (Laws of the "Surviving Corporation") and shall succeed to and assume all the rights and obligations State of Merger Sub in accordance with the DGCLDelaware.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Smithkline Beecham Corp), Agreement and Plan of Merger (Corixa Corp)
The Merger. Upon Subject to the terms and subject conditions of this Agreement, the Company and Merger Sub shall be, at the Effective Time (as hereinafter defined), merged in accordance with the DGCL (hereinafter called the “Merger”) into a single corporation existing under the laws of the State of Delaware, whereby the Company shall be the surviving corporation (the Company, in its capacity as the surviving corporation, is sometimes referred to herein as the conditions “Surviving Corporation”). The Merger shall have the effects set forth in this Agreement and in accordance with the General Corporation Law of the State of Delaware (the "DGCL"), Merger Sub shall be merged with and into the Company at the Effective Time. Following the Effective TimeAgreement, the separate corporate existence certificate of Merger Sub shall ceasemerger, and the Company shall continue as the surviving corporation in the Merger (the "Surviving Corporation") Section 259 and shall succeed to and assume all the rights and obligations other applicable provisions of Merger Sub in accordance with the DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (G&R Acquisition, Inc.), Agreement and Plan of Merger (Max & Ermas Restaurants Inc)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement and Agreement, at the Effective Time (as defined in accordance with the General Corporation Law of the State of Delaware (the "DGCL"), Section 1.3) Merger Sub shall be merged with and into the Company at the Effective Time. Following the Effective Time, and the separate corporate existence of Merger Sub shall thereupon cease, and the . The Company shall continue as be the surviving corporation in the Merger (sometimes hereinafter referred to as the "Surviving Corporation") and shall succeed continue to be governed by the laws of the State of Delaware, and assume all the rights and obligations of Merger Sub shall have the effects provided in accordance with the Delaware General Corporation Law ( the "DGCL").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Keystone Automotive Industries Inc), Agreement and Plan of Merger (Republic Automotive Parts Inc)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the General Corporation Law of DGCL, at the State of Delaware (the "DGCL")Effective Time, Merger Sub shall be merged with and into the Company at the Effective Time. Following the Effective Time, the separate corporate existence of Merger Sub shall cease, and the Company shall continue as be the surviving corporation in the Merger (the "Surviving Corporation") and, as such, the Company shall continue its corporate existence as a direct, wholly owned subsidiary of Parent under the laws of the State of Delaware, and shall succeed to and assume all the rights and obligations separate corporate existence of Merger Sub in accordance with the DGCLthereupon shall cease.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Front Porch Digital Inc), Agreement and Plan of Merger (Front Porch Digital Inc)
The Merger. Upon the terms and subject to the conditions set forth in of this Agreement Agreement, and in accordance with the General Corporation Law of DGCL, at the State of Delaware (the "DGCL")Effective Time, Merger Sub shall be merged with and into the Company at the Effective Time. Following the Effective TimeCompany, whereupon the separate corporate existence of Merger Sub shall cease, and the Company shall continue its corporate existence under the name “WMS Industries Inc.” as the surviving corporation in the Merger (the "“Surviving Corporation"”) and shall succeed continue to and assume all be governed by the rights and obligations laws of Merger Sub in accordance with the DGCLState of Delaware.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (WMS Industries Inc /De/), Agreement and Plan of Merger (Scientific Games Corp)
The Merger. Upon Subject to the terms and subject to conditions of this Agreement, at the conditions set forth in this Agreement and in accordance with Effective Time, the General Corporation Law of the State of Delaware (the "DGCL"), Merger Sub Company shall be merged with and into Merger Sub in accordance with the Company at provisions of Section 251 of the Effective TimeDGCL and with the effect provided in the DGCL. Following the Effective Time, the The separate corporate existence of the Company shall thereupon cease, and Merger Sub shall cease, and the Company shall continue as be the surviving corporation in the Merger (the "Surviving CorporationSURVIVING CORPORATION") and shall succeed continue its corporate existence as a Subsidiary of Parent and shall continue to and assume all be governed by the rights and obligations laws of Merger Sub in accordance with the DGCLState of Delaware.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Delta Beverage Group Inc), Agreement and Plan of Merger (Whitman Corp/New/)
The Merger. Upon the terms and subject to the conditions set forth in of this Agreement Agreement, and in accordance with the General Corporation Law of DGCL, at the State of Delaware (the "DGCL")Effective Time, Merger Acquisition Sub shall be merged with and into the Company at the Effective Time. Following the Effective TimeCompany, whereupon the separate corporate existence of Merger Acquisition Sub shall cease, and the Company shall continue as the surviving corporation in the Merger (the "“Surviving Corporation"”) and shall succeed continue to be governed by the laws of the State of Delaware. The Merger shall have the effects provided in this Agreement and assume all the rights and obligations of Merger Sub as specified in accordance with the DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (On Semiconductor Corp), Agreement and Plan of Merger (Fairchild Semiconductor International Inc)
The Merger. Upon the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement Agreement, and in accordance with the General Corporation Law DGCL, at the Effective Time, Merger Sub shall merge with and into Seller. Seller shall continue as the surviving corporation (the “Surviving Corporation”) in the Merger and shall continue its corporate existence under the laws of the State of Delaware (Delaware. Upon consummation of the "DGCL"), Merger Sub shall be merged with and into the Company at the Effective Time. Following the Effective TimeMerger, the separate corporate existence of Merger Sub shall cease, and the Company 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 DGCLterminate.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ansys Inc), Agreement and Plan of Merger (Ansys Inc)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the General Corporation Law of the State of Delaware (the "“DGCL"”), Merger Sub shall be merged with and into the Company at the Effective Time. Following At the Effective Time, the separate corporate existence of Merger Sub shall cease, and the Company 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 DGCL. The Merger otherwise shall have the effects set forth in Section 3.1 and in the DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pathmark Stores Inc), Agreement and Plan of Merger (Great Atlantic & Pacific Tea Co Inc)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the General Corporation Law of the State of Delaware (the "DGCL")Agreement, Merger Sub shall be merged merge with and into the Company at the Effective Time. Following From and after the Effective Time, the separate corporate existence of Merger Sub shall cease, cease and the Company shall continue as the surviving corporation Surviving Corporation. The Merger shall have the effects set forth in Section 259 of the Merger Delaware General Corporation Law (the "Surviving Corporation") and shall succeed to and assume all the rights and obligations of Merger Sub in accordance with the “DGCL”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ember Therapeutics, Inc. - Ny)
The Merger. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the General Corporation Law of DGCL, at the State of Delaware (the "DGCL")Effective Time, Merger Sub shall be merged will merge with and into the Company at the Effective Time. Following the Effective TimeCompany, whereupon the separate corporate existence of Merger Sub shall will cease, and the Company shall will continue its corporate existence under Delaware law as the surviving corporation in the Merger (the "“Surviving Corporation"”) and shall succeed to a subsidiary of Parent with all of its rights, privileges, immunities, powers and assume all the rights and obligations of Merger Sub in accordance with the DGCLfranchises.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Caucuscom Mergerco Corp.)
The Merger. (a) Upon the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the General Corporation Law of the State of Delaware (the "“DGCL"”), Merger Sub shall be merged with and into the Company at the Effective Time. Following the Effective Time, the separate corporate existence of Merger Sub shall cease, and the Company shall continue as the surviving corporation in the Merger (the "“Surviving Corporation") ”). The Merger shall have the effects set forth in this Agreement and shall succeed to and assume all the rights and obligations of Merger Sub in accordance with the DGCL.
Appears in 1 contract
Samples: Agreement and Plan of Merger (C&d Technologies Inc)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the General Corporation Law of DGCL, at the State of Delaware Effective Time, (the "DGCL"), a) Merger Sub shall will be merged with and into the Company at the Effective Time. Following the Effective Time, and (b) the separate corporate existence of Merger Sub shall cease, will cease and the Company shall will continue its corporate existence under Delaware Law 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 DGCL”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Security Capital Corp/De/)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the General Corporation Law of the State of Delaware (the "DGCL")hereof, Merger Sub shall be merged with and into the Company at the Effective Time. Following the Effective Time, Merger Sub will merge with and into Company and the separate corporate existence of Merger Sub shall cease, will cease and the Company shall continue as will be the surviving corporation in the Merger (sometimes referred to herein as the "“Surviving Corporation") and shall succeed ”). The Merger will have the effects set forth in Section 259 of the Delaware General Corporation Law (“DGCL”), including the Surviving Corporation’s succession to and assume assumption of all the rights and obligations of Company and Merger Sub in accordance with the DGCLSub.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Tetra Technologies Inc)
The Merger. Upon Subject to the terms and subject to conditions of this Agreement, at the conditions set forth Effective Time (as defined in this Agreement and in accordance with the General Corporation Law of the State of Delaware (the "DGCL"Section 1.3), Merger Sub shall be merged with and into the Company at the Effective Time. Following the Effective Timein accordance with this Agreement, and the separate corporate existence of Merger Sub shall cease, and thereupon cease (the "Merger"). Company shall continue as be the surviving corporation in the Merger (sometimes hereinafter referred to as the "Surviving Corporation") and ). The Merger shall succeed to and assume all have the rights and obligations of Merger Sub effects specified in accordance with the Delaware General Corporation Law (the "DGCL").
Appears in 1 contract
Samples: Agreement and Plan of Merger (Smartalk Teleservices Inc)
The Merger. Upon the terms and subject to the conditions set forth in of this Agreement Agreement, at the Effective Time and in accordance with the General Corporation Law of the State of Delaware (the "DGCL"), Merger Sub shall be merged with and into the Company at the Effective Time. Following the Effective Time, pursuant to which (a) the separate corporate existence of Merger Sub shall cease, and (b) the Company shall continue as be the surviving corporation in the Merger (and shall continue its corporate existence under the "Laws of the State of Delaware as a wholly owned Subsidiary of the Buyer. The Company, in its capacity as the corporation surviving the Merger, is hereinafter sometimes referred to herein as the “Surviving Corporation") and shall succeed to and assume all the rights and obligations of Merger Sub in accordance with the DGCL”.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Research Solutions, Inc.)
The Merger. Upon Subject to the terms and subject to the conditions set forth in of this Agreement and Agreement, in accordance with the General Corporation Law of DGCL, at the State of Delaware (the "DGCL")Effective Time, Merger Sub shall be merged merge with and into the Company at (the Effective Time“Merger”). Following The Company shall be the “Surviving Corporation” in the Merger and shall continue its existence as a corporation under the laws of the State of Delaware. As of the Effective Time, the separate corporate existence of Merger Sub shall cease, and . The Merger shall have the Company shall continue as the surviving corporation effects specified in the Merger (the "Surviving Corporation") and shall succeed to and assume all the rights and obligations of Merger Sub in accordance with the DGCL.
Appears in 1 contract
The Merger. Upon In accordance with Section 251 of the DGCL and subject to, and upon the terms and subject to the conditions set forth in of, this Agreement and in accordance with the General Corporation Law of the State of Delaware (the "DGCL")Agreement, Merger Sub shall shall, at the Effective Time, be merged with and into the Company at (the Effective Time. Following the Effective Time“Merger”), the separate corporate existence of Merger Sub shall cease, and the Company shall continue as the surviving corporation in of the Merger (the "“Surviving Corporation") ”). At the Effective Time, the effects of the Merger shall be as provided in this Agreement and shall succeed to and assume all in Section 259 of the rights and obligations General Corporation Law of Merger Sub in accordance with the State of Delaware (the “DGCL”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Acxiom Holdings, Inc.)
The Merger. Upon the terms of and subject to the conditions set forth in this Agreement Agreement, and in accordance with the General Corporation Law of DGCL, at the State of Delaware Effective Time (the "DGCL"as defined in Section 1.3), Merger Sub shall be merged with and into the Company at the Effective Time. Following the Effective TimeAxxxxx, the separate corporate existence of Merger Sub shall cease, cease and the Company Axxxxx shall continue as the surviving corporation Surviving Corporation in the Merger (the "Surviving Corporation") and shall succeed to and assume all the rights property, rights, privileges, powers and obligations franchises of Merger Sub in accordance with the DGCL.
Appears in 1 contract
The Merger. Upon the terms and subject to the conditions set forth in this Agreement and in accordance with Agreement, at the General Corporation Law of the State of Delaware (the "DGCL")Effective Time, Merger Sub shall be merged with and into the Company at (the Effective Time. Following “Merger”) in accordance with the Effective Time, the separate corporate existence of Merger Sub shall ceaseterms of, and subject to the conditions set forth in, this Agreement and the DGCL. The Company shall continue as be the surviving corporation in the Merger (the "“Surviving Corporation"”) and shall succeed to continue its existence as a corporation under the laws of the State of Delaware, and assume all the rights and obligations separate existence of Merger Sub in accordance with the DGCLshall cease.
Appears in 1 contract
The Merger. Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the General Corporation Law of the State of Delaware (the "DGCL")Agreement, Merger Sub shall be merged with and into the Company at the Effective Time. Following the Effective TimeMerger, the separate corporate existence of Merger Sub shall cease, cease and the Company Company, as a wholly owned subsidiary of Parent, shall continue as the surviving corporation in the Merger (the "Surviving Corporation") ). The Merger will be effected pursuant to the provisions of, and shall succeed to and assume all the rights and obligations of Merger Sub in accordance with the effect provided in, the General Corporation Law of the State of Delaware, as amended (the "DGCL").
Appears in 1 contract
Samples: Agreement and Plan of Merger (Exe Technologies Inc)
The Merger. Upon the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement hereof, and in accordance with the General Corporation Law applicable provisions of this Agreement and the State of Delaware (DGCL, at the "DGCL")Effective Time, Merger Sub shall be merged with and into the Company at Company. As a result of the Effective Time. Following the Effective TimeMerger, the separate corporate existence of Merger Sub shall cease, cease and the Company shall continue as the surviving corporation in (the Merger (Company, as existing on and after the Effective Time, being hereinafter sometimes referred to as the "Surviving Corporation") and shall succeed continue to and assume all be governed by the rights and obligations laws of Merger Sub in accordance with the DGCLState of Delaware.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Mantech International Corp)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the Nevada Revised Statutes (the “NRS”) and the Delaware General Corporation Law of the State of Delaware (the "“DGCL"”), Merger Sub shall be merged with and into the Company at the Effective TimeTime (as hereinafter defined). Following the Effective TimeMerger, the separate corporate existence of Merger Sub shall cease, cease and the Company 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 DGCLNRS.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ubiquity Broadcasting Corp)
The Merger. Upon Subject to the terms and subject to the conditions set forth in of this Agreement and in accordance with the General Corporation Law of DGCL, at the State of Delaware Effective Time, immediately after giving effect to the Purchase Transaction, (the "DGCL"), Merger Sub i) MergerSub shall be merged with and into the Company at the Effective Time. Following the Effective Time, Xxxxxx and the separate corporate existence of Merger Sub MergerSub shall thereupon cease, and the Company (ii) Xxxxxx shall continue as the surviving corporation in the Merger (the "Surviving Corporation") Company and a wholly owned Subsidiary of Subversive and shall succeed continue to and assume all be governed by the rights and obligations laws of Merger Sub in accordance with the DGCLState of Delaware.
Appears in 1 contract
The Merger. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the General Corporation Law of DGCL, at the State of Delaware (the "DGCL")Effective Time, Merger Sub shall be merged merge with and into the Company at the Effective Time. Following the Effective TimeCompany, the separate corporate existence of Merger Sub shall cease, cease and the Company shall continue its corporate existence under Delaware law 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 DGCL”).
Appears in 1 contract
The Merger. Upon In accordance with the terms DGCL and subject to the terms and conditions set forth in of this Agreement and in accordance with Agreement, at the General Corporation Law of the State of Delaware (the "DGCL")Effective Time, Merger Sub shall will be merged with and into the Company at the Effective Time. Following the Effective Timein accordance with this Agreement, and the separate corporate existence of Merger Sub shall thereupon cease, and the . The Company shall continue as will be the surviving corporation in the Merger (sometimes hereinafter referred to as the "“Surviving Corporation"”) and shall succeed will continue to and assume all be governed by the rights and obligations laws of the State of Delaware. The Merger Sub will have the effects specified in accordance with the DGCL.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Darden Restaurants Inc)
The Merger. Upon the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement Agreement, and in accordance with the General Corporation Law DGCL, at the Effective Time, Merger Sub shall merge with and into Seller. Seller shall continue as the surviving corporation (the "Surviving Corporation") in the Merger and shall continue its corporate existence under the Laws of the State of Delaware (Delaware. Upon consummation of the "DGCL"), Merger Sub shall be merged with and into the Company at the Effective Time. Following the Effective TimeMerger, the separate corporate existence of Merger Sub shall cease, and the Company 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 DGCLterminate.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Clayton Holdings Inc)
The Merger. Upon (a) Subject to the terms and subject to the conditions set forth in of this Agreement and Agreement, in accordance with the General Corporation Law DGCL, at the Effective Time, Merger Sub shall merge with and into the Company. The Company shall be the surviving corporation in the Merger (sometimes referred to in such capacity as the “Surviving Company”) and shall continue its existence as a corporation under the laws of the State of Delaware (the "DGCL"), Merger Sub shall be merged with and into the Company at the Effective TimeDelaware. Following As of the Effective Time, the separate corporate existence of Merger Sub shall cease, and the Company 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 DGCL.
Appears in 1 contract
The Merger. Upon the terms and subject to the conditions set forth in of this Agreement Agreement, and in accordance with the General Corporation Law of DGCL, at the State of Delaware (the "DGCL")Effective Time, Merger Sub shall be merged merge with and into the Company at (the Effective Time“Merger”). Following The Company shall be the Effective Timesurviving corporation (the “Surviving Company”) of the Merger and shall continue its corporate existence under the laws of the State of Delaware. Upon consummation of the Merger, the separate corporate existence of Merger Sub shall cease, and the Company shall continue as the surviving corporation in the Merger (the "Surviving Corporation") and shall succeed to and assume all the rights and obligations of Merger Sub in accordance with the DGCLterminate.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Par Pharmaceutical Companies, Inc.)
The Merger. Upon the terms and subject to the conditions set forth in of this Agreement Agreement, and in accordance with the General Corporation Law of DGCL, at the State of Delaware (the "DGCL")Effective Time, Merger Sub shall be merged with and into the Company at the Effective Time. Following the Effective TimeCompany, whereupon the separate corporate existence of Merger Sub shall cease, and the Company shall continue under the name “MModal Inc.” as the surviving corporation in the Merger (the "Surviving Corporation") Corporation and shall succeed continue to and assume all be governed by the rights and obligations laws of Merger Sub in accordance with the DGCLState of Delaware.
Appears in 1 contract
The Merger. Upon the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement Agreement, at the Effective Time (as defined in Section 1.3), the Company shall be merged with and into Merger Sub and the separate corporate existence of the Company shall thereupon cease. Merger Sub shall be the surviving corporation in accordance with the Merger (sometimes hereinafter referred to as the "Surviving Corporation"). The Merger shall have the effects specified in the General Corporation Law of the State of Delaware Delaware, as amended (the "DGCL"), Merger Sub shall be merged with and into the Company at the Effective Time. Following the Effective Time, the separate corporate existence of Merger Sub shall cease, and the Company 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 DGCL.
Appears in 1 contract
Samples: Voting Agreement (Comps Com Inc)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the General Corporation Law of the State of Delaware (the "DGCL"), Merger Sub shall be merged with and into the Company at the Effective Time. Following the Effective Time, the separate corporate existence of Merger Sub shall cease, and the Company shall continue as the surviving corporation in the Merger (the "Surviving CorporationSURVIVING CORPORATION") and shall succeed to and assume all the rights and obligations of Merger Sub in accordance with the DGCL.
Appears in 1 contract
Samples: Agreement and Plan of Merger (NextWave Wireless Inc.)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the General Corporation Law of the State of Delaware (the "DGCL"), Merger Sub shall be merged with and into the Company at the Effective Time. Following As a result of the Effective TimeMerger, the separate corporate existence of Merger Sub shall cease, cease and the Company shall continue its existence under the Laws of the State of Delaware as a wholly owned indirect subsidiary of Parent, as the surviving corporation in of the Merger (the "“Surviving Corporation") and shall succeed to and assume all the rights and obligations of Merger Sub in accordance with the DGCL”).
Appears in 1 contract
The Merger. Upon In accordance with Section 251(g) of the terms DGCL and subject to the conditions set forth in terms and provisions of this Agreement and in accordance with the General Corporation Law of the State of Delaware (the "DGCL")Agreement, Merger Sub shall shall, at the Effective Time, be merged with and into the Company, and the separate existence of Merger Sub shall cease (the “Merger”). The Company at shall be the Effective Timesurviving entity (hereinafter sometimes referred to as the “Surviving Company”) of the Merger and shall continue its existence as a corporation under the laws of the State of Delaware as a direct, wholly-owned subsidiary of Holdings. Following At the Effective Time, the separate corporate existence Merger shall have the effects provided for herein and in Section 259 of Merger Sub shall cease, and the Company 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 DGCL.
Appears in 1 contract
Samples: Agreement and Plan of Merger (ExamWorks Group, Inc.)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the General Corporation Law of the State of Delaware (the "DGCL")Agreement, Merger Sub shall be merged with and into the Company at the Effective Time. Following the Effective TimeMerger, the separate corporate existence of Merger Sub shall cease, cease and the Company Company, as a wholly owned subsidiary of Parent, shall continue as the surviving corporation in the Merger (the "“Surviving Corporation") ”). The Merger will be effected pursuant to the provisions of, and shall succeed to and assume all the rights and obligations of Merger Sub in accordance with the effect provided in, the General Corporation Law of the State of Delaware, as amended (the “DGCL”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ssa Global Technologies, Inc)
The Merger. Upon On the terms and subject to the conditions set forth in of this Agreement and in accordance with Agreement, at the General Corporation Law of the State of Delaware (the "DGCL")Effective Time, Merger Sub shall be merged with and into the Company at the Effective Time. Following the Effective TimeCompany, the separate corporate existence of Merger Sub shall thereupon cease, and the Company shall continue as be the surviving corporation in the Merger (sometimes hereinafter referred to as the "Surviving Corporation") and ). The Merger shall succeed to and assume all have the rights and obligations of Merger Sub effects specified in accordance with the Delaware General Corporation Law (the "DGCL").
Appears in 1 contract
Samples: Agreement and Plan of Merger (Collins & Aikman Corp)
The Merger. Upon the terms and subject to the conditions set forth in In accordance with this Agreement and in accordance with the General Corporation Law of DGCL, at the State of Delaware (Effective Time the "DGCL"), Merger Sub shall be merged with and into the Company at the Effective Time. Following the Effective Time, and the separate corporate existence of the Merger Sub shall thereupon cease, and the . The Company shall continue as be the surviving corporation in the Merger (the "Surviving Corporation") and shall succeed continue to be governed by the laws of the State of Delaware, and assume the separate corporate existence of the Company with all its rights, privileges, immunities, powers and franchises shall continue unaffected by the rights and obligations of Merger. The Merger Sub shall have the effects specified in accordance with the DGCL.
Appears in 1 contract
Samples: Agreement and Plan of Merger (American City Business Journals Inc)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the General Corporation Law of DGCL, at the State of Delaware (the "DGCL")Effective Time, Merger Sub shall be merged merge with and into the Company at the Effective Time. Following the Effective TimeCompany, and the separate corporate existence of Merger Sub shall cease, and the . The Company shall continue as the surviving corporation in and as a wholly owned Parent Subsidiary and shall continue to be governed by the Merger Laws of the State of Delaware (as such, the "“Surviving Corporation") and shall succeed to and assume all the rights and obligations of Merger Sub in accordance with the DGCL”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Waddell & Reed Financial Inc)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the General Corporation Law of DGCL, at the State of Delaware (Effective Time, the "DGCL"), Merger Sub Company shall be merged with and into the Company at the Effective Time. Following the Effective Time, the separate corporate existence of Merger Sub and Merger Sub shall cease, and the Company shall continue as be the surviving corporation in the Merger (the "Surviving Corporation") and shall succeed to and assume all the rights and obligations of and, as such, Merger Sub in accordance with shall continue its corporate existence as a direct, wholly owned subsidiary of Parent under the DGCLlaws of the State of Delaware, and the separate corporate existence of the Company thereupon shall cease.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Incentra Solutions, Inc.)
The Merger. Upon the terms and subject to the conditions set forth in of this Agreement Agreement, and in accordance with the General Corporation Law provisions of the State of Delaware (the "DGCL"), Merger Sub shall be merged with and into the Company NORD at the Effective Time. Following As a result of the Effective TimeMerger, the separate corporate existence of Merger Sub shall cease, cease and the Company NORD shall continue its existence as a wholly-owned subsidiary of PDM USA under the surviving corporation in laws of the Merger (the "Surviving Corporation") and shall succeed to and assume all the rights and obligations State of Merger Sub in accordance with the DGCLDelaware.
Appears in 1 contract
The Merger. Upon Subject to the terms and subject to conditions of this Agreement, at the conditions set forth Effective Time (as defined in this Agreement and in accordance with the General Corporation Law of the State of Delaware (the "DGCL"Section 1.3), Merger Sub shall be merged with and into the Company at the Effective Time. Following the Effective Timein accordance with this Agreement, and the separate corporate existence of Merger Sub shall thereupon cease, and the . The Company shall continue as be the surviving corporation in the Merger (sometimes hereinafter referred to as the "Surviving Corporation") ). The Merger shall have the effects specified herein and shall succeed to and assume all in the rights and obligations of Merger Sub in accordance with Delaware General Corporation Law (the "DGCL").
Appears in 1 contract
Samples: Agreement and Plan of Merger (Circle International Group Inc /De/)
The Merger. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the General Corporation Law of DGCL, at the State of Delaware (the "DGCL")Effective Time, Merger Sub shall be merged will merge with and into the Company at the Effective Time. Following the Effective TimeCompany, whereupon the separate corporate existence of Merger Sub shall will cease, and the Company shall will continue its corporate existence under Delaware law as the surviving corporation in the Merger (the "Surviving Corporation") and shall succeed to a subsidiary of Parent with all of its rights, privileges, immunities, powers and assume all the rights and obligations of Merger Sub in accordance with the DGCLfranchises.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Metromedia International Group Inc)
The Merger. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the General Corporation Law of the State of Delaware (the "“DGCL"”), Merger Sub shall be merged with and into the Company at the Effective TimeTime (the “Merger”). Following At the Effective Time, the separate corporate existence of Merger Sub shall cease, cease and the Company shall continue as the surviving corporation in the Merger (the "“Surviving Corporation") ”). The Merger shall have the effects set forth herein and shall succeed to and assume all in the rights and obligations applicable provisions of Merger Sub in accordance with the DGCL.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Quality Systems, Inc)
The Merger. Upon Subject to the terms and subject to the conditions set forth in of this Agreement and ---------- Agreement, in accordance with the General Corporation Law of DGCL, at the State of Delaware Effective Time (the "DGCL"as defined in Section 1.2 hereof), Merger Sub shall be merged merge with and into the Company. The Company at shall be the Effective Timesurviving corporation (hereinafter sometimes called the "Surviving Corporation") in the Merger, and shall continue its corporate existence under the laws of the State of Delaware. Following The name of the Effective TimeSurviving Corporation shall continue to be iPCS, Inc. Upon consummation of the Merger, the separate corporate existence of Merger Sub shall cease, and the Company 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 DGCLterminate.
Appears in 1 contract
The Merger. Upon the terms and subject to the conditions set forth in of this Agreement Agreement, and in accordance with the General Corporation Law of DGCL, at the State of Delaware (the "DGCL")Effective Time, Merger Sub shall be merged with and into the Company at the Effective Time. Following the Effective TimeCompany, whereupon the separate corporate existence of Merger Sub shall cease, and the Company shall continue its corporate existence under the name “Power-One, Inc.” as the surviving corporation in the Merger (the "“Surviving Corporation"”) and shall succeed continue to and assume all be governed by the rights and obligations laws of Merger Sub in accordance with the DGCLState of Delaware.
Appears in 1 contract
The Merger. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the Delaware General Corporation Law of the State of Delaware (the "“DGCL"”), Merger Sub shall be merged with and into the Company at the Effective Time. Following At the Effective Time, the separate corporate existence of Merger Sub shall cease, cease and the Company shall continue as the surviving corporation in the Merger (the "“Surviving Corporation") ”). The Merger and shall succeed the other transactions expressly contemplated by this Agreement and the other Transaction Documents are collectively referred to and assume all herein as the rights and obligations of Merger Sub in accordance with the DGCL“Transactions.”
Appears in 1 contract
The Merger. Upon the terms and subject to the conditions set forth in of this Agreement and Agreement, the Merger shall be consummated in accordance with the General Corporation Law DGCL. At the Effective Time, upon the terms and subject to the conditions of the State of Delaware (the "DGCL")this Agreement, Merger Sub shall be merged with and into the Company at in accordance with the Effective Time. Following the Effective Time, DGCL and the separate corporate existence of Merger Sub shall cease, thereupon cease and the Company shall continue Company, as the surviving corporation in the Merger (the "“Surviving Corporation") and ”), shall succeed to and assume all continue its existence as a corporation under the rights and obligations laws of Merger Sub in accordance with the DGCLState of Delaware.
Appears in 1 contract
The Merger. Upon Subject to the terms and subject to conditions of this Agreement, at the conditions set forth Effective Time (as defined in this Agreement and in accordance with the General Corporation Law of the State of Delaware (the "DGCL"Section 1.3), Merger Sub shall be merged with and into the Company at the Effective Time. Following the Effective Timein accordance with this Agreement, and the separate corporate existence of Merger Sub shall thereupon cease, and . The Company (sometimes hereinafter referred to as the Company "Surviving Corporation") shall continue as be the surviving corporation in the Merger (the "Surviving Corporation") and shall succeed to and assume all be a wholly-owned, direct subsidiary of Parent. The Merger shall have the rights and obligations of Merger Sub effects specified in accordance with the Delaware General Corporation Law ("DGCL").
Appears in 1 contract
Samples: Agreement and Plan of Merger (Giant Industries Inc)
The Merger. Upon the terms and subject to the terms and conditions set forth in of this Agreement and in accordance with the General Corporation Law of the State of Delaware (the "DGCL")Agreement, Merger Sub shall be merged merge with and into the Company at the Effective Time. Following From and after the Effective Time, the separate corporate existence of Merger Sub shall cease, cease and the Company shall continue as the surviving corporation Surviving Corporation. The Merger shall have the effects set forth in Section 259 of the Merger Delaware General Corporation Law (the "Surviving Corporation") and shall succeed to and assume all the rights and obligations of Merger Sub in accordance with the “DGCL”).
Appears in 1 contract
The Merger. Upon (a) At the Effective Time, and subject to and upon the terms and subject to conditions of this Agreement, the conditions set forth in this Agreement Certificate of Merger and in accordance the applicable provisions of the DGCL, the Company shall be merged with and into Merger Sub and the General Corporation Law separate corporate existence of the Company shall cease, and Merger Sub shall continue as the surviving corporation under the laws of the State of Delaware (the "DGCL"), Merger Sub shall be merged with and into the Company at the Effective Time. Following the Effective Time, the separate corporate existence of Merger Sub shall cease, and the Company 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 DGCL).
Appears in 1 contract
The Merger. Upon the terms and subject to the conditions set forth in this Agreement and in accordance with Agreement, at the General Corporation Law of the State of Delaware (the "DGCL")Effective Time, Merger Sub shall be merged with and into the Company at (the Effective Time. Following the Effective Time“Merger”), the separate corporate existence of Merger Sub shall cease, and the Company shall will continue as the surviving corporation in the Merger (the "“Surviving Corporation") and ”). This Agreement shall succeed to and assume all constitute an agreement of merger for purposes of the rights and obligations General Corporation law of Merger Sub in accordance with the State of Delaware (“DGCL”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Eresearchtechnology Inc /De/)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the General Corporation Law of DGCL, at the State of Delaware Effective Time (the "DGCL"as defined herein), Merger Sub shall be merged with and into the Company at the Effective Time. Following the Effective TimeCompany, and the separate corporate existence of Merger Sub shall thereupon cease, and the Company shall continue under the name “BioVeris Corporation” as the surviving corporation in the Merger (the "“Surviving Corporation"”) and shall succeed continue to and assume all be governed by the rights and obligations laws of Merger Sub in accordance with the DGCLState of Delaware.
Appears in 1 contract
The Merger. (a) Upon the terms and subject to the conditions set forth in of this Agreement Agreement, and in accordance with the General Corporation Law of DGCL, at the State of Delaware (the "DGCL")Effective Time, Merger Sub shall be merged (the "Merger") with and into the Company at the Effective Time. Following the Effective TimeCompany, whereupon the separate corporate existence of Merger Sub shall cease, and the Company shall continue as the surviving corporation in the Merger (sometimes referred to herein as the "Surviving Corporation") and shall succeed continue to be governed by the laws of the State of Delaware and assume all shall continue under the rights and obligations of Merger Sub in accordance with the DGCL.name "Somnus Medical Technologies, Inc."
Appears in 1 contract
Samples: Agreement and Plan of Merger (Gyrus Acquisition Inc)
The Merger. Upon At the Effective Time, subject to and upon the terms and subject to the conditions set forth in of this Agreement and in accordance with the General Corporation Law of the State of Delaware (the "DGCL")Agreement, Merger Sub shall be merged with and into the Company at in accordance with the Effective Time. Following the Effective Time, DGCL whereupon the separate corporate existence of Merger Sub shall cease, and the . The Company shall continue as (i) be the surviving corporation in the Merger Merger, (ii) continue its corporate existence under the "Surviving Corporation"laws of the State of Delaware, and (iii) following the Effective Time, become a wholly owned subsidiary of Buyer and shall succeed to and assume all of the rights and be subject to all of the obligations of Merger Sub in accordance with the DGCL.
Appears in 1 contract
The Merger. Upon the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the General Corporation Law of DGCL and the State of Delaware (the "DGCL")NRS, Merger Sub shall be merged with and into the Company at the Effective TimeTime of the Merger (as defined in Section 1.3). Following the Effective TimeMerger, the separate corporate existence of Merger Sub shall cease, and the Company shall continue as the surviving corporation in the Merger (the "“Surviving Corporation"”) and shall succeed to and assume all the rights rights, properties, liabilities and obligations of Merger Sub in accordance with the DGCLDGCL and the NRS.
Appears in 1 contract
The Merger. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the General Corporation Law of DGCL, at the State of Delaware (the "DGCL")Effective Time, Merger Sub shall be merged merge with and into the Company at the Effective Time. Following the Effective TimeCompany, the separate corporate existence of Merger Sub shall cease, cease and the Company shall continue its corporate existence under Delaware law as the surviving corporation in the Merger (the "“Surviving Corporation"”) and shall succeed to and assume all the rights and obligations an indirect wholly owned Subsidiary of Merger Sub in accordance with the DGCLParent.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Envision Healthcare Corp)
The Merger. (a) Upon the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the Delaware General Corporation Law of the State of Delaware (the "“DGCL"”), the Merger Sub shall be merged with and into the Company at the Effective TimeTime (the “Merger”). Following the Effective TimeMerger, the separate corporate existence of the Merger Sub shall cease, and the Company shall continue as the surviving corporation in the Merger (the "“Surviving Corporation"”) and shall succeed to and assume all under the rights and obligations of Merger Sub in accordance with the DGCL.name “R2 Technology, Inc.”
Appears in 1 contract
The Merger. Upon the terms and subject to the conditions set forth in this Agreement and in accordance with Agreement, at the General Corporation Law of the State of Delaware Effective Time, (the "DGCL"), a) Merger Sub shall be merged with and into the Company at in accordance with Section 251 of the Effective Time. Following the Effective TimeDGCL, and (b) the separate corporate existence of Merger Sub shall cease, cease and the Company shall continue its corporate existence under Delaware Law 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 DGCL”).
Appears in 1 contract
The Merger. Upon the terms and subject to the conditions set forth in of this Agreement Agreement, and in accordance with the General Corporation Law of DGCL and the State of Delaware (DLLCA, at the "DGCL")Effective Time, Merger Sub shall be merged merge with and into the Company at (the Effective Time“Merger”). Following The Company shall be the Effective Timesurviving corporation (the “Surviving Company”) of the Merger and shall continue its corporate existence under the laws of the State of Delaware. Upon consummation of the Merger, the separate corporate existence of Merger Sub shall cease, and the Company shall continue as the surviving corporation in the Merger (the "Surviving Corporation") and shall succeed to and assume all the rights and obligations of Merger Sub in accordance with the DGCLterminate.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Jda Software Group Inc)
The Merger. Upon On the terms and subject to the conditions set forth in of this Agreement and in accordance with Agreement, at the General Corporation Law of the State of Delaware (the "DGCL")Effective Time, Merger Sub shall be merged with and into the Company at the Effective Time. Following the Effective TimeCompany, the separate corporate existence of Merger Sub shall thereupon cease, and the Company shall continue as be the surviving corporation in the Merger (sometimes hereinafter referred to as the "Surviving CorporationSURVIVING CORPORATION") and ). The Merger shall succeed to and assume all have the rights and obligations of Merger Sub effects specified in accordance with the Delaware General Corporation Law (the "DGCL").
Appears in 1 contract
The Merger. Upon Subject to the terms and subject to conditions of this Agreement, at the conditions set forth Effective Time (as defined in Section 1.3), Merger Sub shall be merged with and into the Company in accordance with this Agreement and in accordance with the applicable provisions of the General Corporation Law of the State of Delaware (the "DGCL"), Merger Sub shall be merged with and into the Company at the Effective Time. Following the Effective Time, the separate corporate existence of Merger Sub shall cease, and thereupon cease (the "Merger"). The Company shall continue as be the surviving corporation in the Merger (sometimes hereinafter referred to as the "Surviving Corporation") and ). The Merger shall succeed to and assume all have the rights and obligations of Merger Sub effects specified in accordance with the DGCL.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Aavid Thermal Technologies Inc)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the General Corporation Law of DGCL, at the State of Delaware (Effective Time, the "DGCL"), Merger Sub Company shall be merged with and into the Company at the Effective Time. Following the Effective Time, the separate corporate existence of Merger Sub and Merger Sub shall cease, and the Company shall continue as be the surviving corporation in the Merger (the "“Surviving Corporation"”) and shall succeed to and assume all the rights and obligations of and, as such, Merger Sub in accordance with shall continue its corporate existence as a direct, wholly owned subsidiary of Parent under the DGCLlaws of the State of Delaware, and the separate corporate existence of the Company thereupon shall cease.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Incentra Solutions, Inc.)
The Merger. Upon Subject to the terms and subject to conditions of this Agreement, at the conditions set forth Effective Time (as defined in this Agreement and in accordance with the General Corporation Law of the State of Delaware (the "DGCL"Section 1.3), Merger Sub shall be merged with and into the Company at the Effective Time. Following the Effective Timein accordance with this Agreement, and the separate corporate existence of Merger Sub shall thereupon cease, and . The Company (sometimes hereinafter referred to as the Company “Surviving Corporation”) shall continue as be the surviving corporation in the Merger (the "Surviving Corporation") and shall succeed to and assume all be a wholly-owned, direct subsidiary of Parent. The Merger shall have the rights and obligations of Merger Sub effects specified in accordance with the Delaware General Corporation Law (“DGCL”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Western Refining, Inc.)
The Merger. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the General Corporation Law of DGCL, at the State of Delaware (the "DGCL")Effective Time, Merger Sub shall be merged merge with and into the Company at the Effective Time. Following the Effective TimeCompany, the separate corporate existence of Merger Sub shall cease, and the Company shall continue its corporate existence under the laws of the State of Delaware (“Delaware Law”) as the surviving corporation in the Merger (the "Surviving Corporation") Corporation and shall succeed to and assume all the rights and obligations a wholly owned Subsidiary of Merger Sub in accordance with the DGCLParent.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Landos Biopharma, Inc.)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement and in accordance with Agreement, at the General Corporation Law of the State of Delaware (the "DGCL")Effective Time, Merger Sub shall will be merged with and into the Company at the Effective Time. Following the Effective Time, and the separate corporate existence of Merger Sub shall will thereupon cease. The Company will survive in the Merger (being sometimes hereinafter referred to in such capacity as the “Surviving Company”), and the Company shall will continue as its separate corporate existence under the surviving corporation laws of the state of Delaware, and all of the Company’s rights, privileges, immunities, powers and franchises will continue in the Company. The Merger (will have the "Surviving Corporation") and shall succeed to and assume all the rights and obligations of Merger Sub effects specified in accordance with the DGCL.
Appears in 1 contract
Samples: Agreement and Plan of Merger
The Merger. Upon the terms and subject to the conditions set forth in of this Agreement and in accordance with Agreement, at the General Corporation Law of the State of Delaware (the "DGCL")Effective Time, Merger Sub shall be merged with and into the Company at in accordance with the Effective Time. Following applicable provisions of the Effective TimeDGCL and in accordance with this Agreement, and the separate corporate existence of Merger Sub shall cease, and the . The Company shall continue as be the surviving corporation in the Merger (hereinafter sometimes referred to as the "“Surviving Corporation") ”), and shall succeed to and assume all continue under the rights and obligations laws of Merger Sub in accordance with Delaware. As a result of the DGCLMerger, the Company shall become a direct, wholly-owned subsidiary of Parent.
Appears in 1 contract
Samples: Agreement and Plan of Merger (National Superstars Inc)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the General Corporation Law of DGCL, at the State of Delaware Effective Time (the "DGCL"as defined herein), Merger Sub shall be merged with and into the Company at the Effective Time. Following the Effective TimeCompany, and the separate corporate existence of Merger Sub shall thereupon cease, and the Company shall continue under the name "BioVeris Corporation" as the surviving corporation in the Merger (the "Surviving Corporation") and shall succeed continue to and assume all be governed by the rights and obligations laws of Merger Sub in accordance with the DGCLState of Delaware.
Appears in 1 contract
