Common use of Effecting the Merger Clause in Contracts

Effecting the Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, as promptly as practicable on the Closing Date, Parent, Merger Sub and the Company shall (i) cause a certificate of merger, in such form as is required by the relevant provisions of the DGCL (the “Certificate of Merger”), to be executed and delivered to the Office of the Secretary of State of the State of Delaware for filing, all in accordance with the applicable provisions of the DGCL and (ii) take all other necessary or appropriate action to cause the Merger to be effected under Section 251(h) of the DGCL without the adoption of this Agreement by the stockholders of the Company. The Merger shall be governed by and effected pursuant to Section 251(h) of the DGCL.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Gurnet Holding Co), Agreement and Plan of Merger (Corium International, Inc.), Agreement and Plan of Merger (Bioverativ Inc.)

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Effecting the Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, as promptly as practicable on the Closing Date, Parent, Merger Sub and the Company shall (i) cause a certificate of merger, in such form as is required by the relevant provisions of the DGCL merger (the “Certificate of Merger”), to be executed and delivered to the Office of the Secretary of State of the State of Delaware (the “Delaware Secretary”) for filing, all filing in such form as required by and in accordance with the applicable provisions of the DGCL and (ii) take all other necessary or appropriate action to cause the Merger to be effected under Section 251(h) of the DGCL without the adoption of this Agreement by the stockholders of the Company. The Merger shall be governed by and effected pursuant to Section 251(h) of the DGCL.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Medicines Co /De), Agreement and Plan of Merger (Goldfield Corp), Agreement and Plan of Merger (Goldfield Corp)

Effecting the Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, as promptly as practicable on the Closing Date, Parent, Merger Sub and the Company shall (i) cause a certificate of merger, merger in such form as is required by and in accordance with the relevant applicable provisions of the DGCL (the “Certificate of Merger”), to be executed and delivered to filed with the Office of the Secretary of State of the State of Delaware for filing, all in accordance with (the applicable provisions of the DGCL “Delaware Secretary”) and (ii) take all other necessary or appropriate action to cause the Merger to be effected under Section 251(h) of the DGCL without the adoption of this Agreement by the stockholders of the Company. The Merger shall be governed by and effected pursuant to Section 251(h) of the DGCL.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Portola Pharmaceuticals Inc), Agreement and Plan of Merger (Alexion Pharmaceuticals, Inc.)

Effecting the Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, as promptly as practicable on the Closing Date, Parent, Merger Sub Parent and the Company shall (i) cause a certificate of merger, in such form as is required by the relevant provisions of the DGCL merger (the “Certificate of Merger”), ) to be executed executed, acknowledged and delivered to the Office of the Secretary of State of the State of Delaware for filing, all in accordance with the applicable provisions of the DGCL DGCL, and (ii) take all other necessary or appropriate action actions to cause the Merger to be effected under Section 251(h) of the DGCL without the adoption of this Agreement by the stockholders of the Company. The Merger shall be governed by and effected pursuant to under Section 251(h) of the DGCL.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Monster Worldwide, Inc.)

Effecting the Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, as promptly as practicable on the Closing Date, Parent, Merger Sub and the Company shall (i) cause a certificate of merger, merger in such customary form as is required by the relevant provisions of the DGCL and substance (the “Certificate of Merger”), to be executed and delivered to the Office of the Secretary of State of the State of Delaware (the “Delaware Secretary”) for filing, all filing in such form as required by and in accordance with the applicable provisions of the DGCL and (ii) take all other necessary or appropriate action to cause the Merger to be effected under Section 251(h) of the DGCL without the adoption of this Agreement by the stockholders of the CompanyCompany Stockholders. The Merger shall be governed by and effected pursuant to Section 251(h) of the DGCL.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Darden Restaurants Inc)

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Effecting the Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, as promptly as practicable on the Closing Date, Parent, Merger Sub Parent and the Company shall (i) cause a certificate of merger, in such form as is required by the relevant provisions of the DGCL merger (the “Certificate of Merger”), ) to be executed executed, acknowledged and delivered to the Office of the Secretary of State of the State of Delaware for filing, all in accordance with the applicable provisions of the DGCL and (ii) take all other necessary or appropriate action to cause the Merger to be effected under Section 251(h) of the DGCL without the adoption of this Agreement by the stockholders of the Company. The Merger shall be governed by and effected pursuant to Section 251(h) of the DGCL.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ariad Pharmaceuticals Inc)

Effecting the Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, as promptly as practicable on the Closing Date, ParentBRF, Merger Sub and the Company shall (i) cause a certificate of merger, in such form as is required by the relevant provisions of the DGCL merger (the “Certificate of Merger”), ) to be executed and delivered to the Office of the Secretary of State of the State of Delaware (the “Delaware Secretary”) for filing, all filing in such form as required by and in accordance with the applicable provisions of the DGCL and (ii) take all other necessary or appropriate action to cause the Merger to be effected under pursuant to Section 251(h) of the DGCL without the adoption of this Agreement by the stockholders of the Company. The Merger shall be governed by and effected pursuant to Section 251(h) of the DGCL.

Appears in 1 contract

Samples: Agreement and Plan of Merger (National Holdings Corp)

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