Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company, Parent, and Merger Sub will cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Vidler Water Resources, Inc.), Agreement and Plan of Merger (Liquid Media Group Ltd.), Agreement and Plan of Merger (Liquid Media Group Ltd.)
Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on the ClosingClosing Date, the Company, Parent, and Merger Sub will cause parties shall file with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, executed and filed with acknowledged by the Secretary of State of the State of Delaware parties in accordance with the relevant provisions of the DGCL and and, as soon as practicable on or after the Closing Date, shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as upon the filing of the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware Delaware, or at such later date or time as may be agreed by Parent and the Company shall agree and Parent in writing and specified shall specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Bristol West Holdings Inc), Agreement and Plan of Merger (Pioneer Companies Inc), Agreement and Plan of Merger (Closure Medical Corp)
Effective Time. Subject to On the provisions of this Agreement, at the ClosingClosing Date, the Company, Parent, and Merger Sub will Parties shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed, acknowledged, duly executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of as provided under the DGCL and shall make all any other filings filings, recordings or recordings publications required to be made by the Company or Purchaser under the DGCLDGCL in connection with the Merger. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Secretary of State of the State of Delaware or at on such later other date or and time as may shall be agreed to by the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective such date and time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 6 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Tableau Software Inc), Agreement and Plan of Merger (Salesforce Com Inc)
Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company, Parent, Parent and Merger Sub will shall cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 6 contracts
Samples: Agreement and Plan of Merger (MassRoots, Inc.), Agreement and Plan of Merger (Harvard Bioscience Inc), Agreement and Plan of Merger (MassRoots, Inc.)
Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on the ClosingClosing Date, the Company, Parent, and Merger Sub will cause parties shall file a certificate of merger (the “"Certificate of Merger”") to be executed, acknowledged, and filed with the Secretary of State of the State of Delaware executed in accordance with the relevant provisions of the DGCL and and, as soon as practicable on or after the Closing Date, shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Secretary of State of the State of Delaware Delaware, or at such later date or other time as may be agreed by Parent and the Company shall agree and Parent in writing and specified shall specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “"Effective Time”").
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Von Hoffmann Holdings Inc), Agreement and Plan of Merger (Monsanto Co /New/), Termination and Release Agreement (Activant Solutions Inc /De/)
Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on the ClosingClosing Date, the Company, Parent, and Merger Sub will cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, and filed parties shall file with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger") executed and acknowledged by the parties in accordance with the relevant provisions of the DGCL and and, as soon as practicable on or after the Closing Date, shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as upon the filing of the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware Delaware, or at such later date or time as may be agreed by Parent and the Company shall agree and Parent in writing and specified shall specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “"Effective Time”").
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Overseas Shipholding Group Inc), Agreement and Plan of Merger (Johnson & Johnson), Agreement and Plan of Merger (Animas Corp)
Effective Time. Subject to the provisions of this Agreement, at the Closing, the CompanyTarget, Parent, Parent and Merger Sub will cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall will make all other filings or recordings required under the DGCL. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company Target and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 5 contracts
Samples: Agreement and Plan of Merger (World Energy Solutions, Inc.), Agreement and Plan of Merger (Enernoc Inc), Agreement and Plan of Merger (Clearlake Capital Partners Ii Lp)
Effective Time. Subject to On the provisions of this Agreement, at the ClosingClosing Date, the Company, Parent, and Merger Sub will Parties shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed, acknowledged, duly executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of as provided under the DGCL and shall make all any other filings filings, recordings or recordings publications required to be made by the Company or Merger Sub under the DGCLDGCL in connection with the Merger. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Secretary of State of the State of Delaware or at on such later other date or and time as may shall be agreed to by the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective such date and time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Zoom Video Communications, Inc.), Agreement and Plan of Merger (U.S. Concrete, Inc.), Agreement and Plan of Merger
Effective Time. Subject to the provisions of this Agreement, at as soon as practicable following the Closing, the Company, Parent, and parties shall cause the Merger Sub will cause to be consummated by filing a certificate of merger (the “"Certificate of Merger”") to be executed, acknowledged, and filed with the Secretary of State of the State of Delaware executed in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCLDGCL to effectuate the Merger. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Secretary of State of the State of Delaware Delaware, or at such later subsequent date or time as may be agreed by Parent and the Company shall agree and Parent in writing and specified specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “"Effective Time”").
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Cendant Corp), Agreement and Plan of Merger (Citigroup Inc), Agreement and Plan of Merger (Cendant Corp)
Effective Time. Subject to the provisions of this Agreement, at as promptly as practicable on the Closing, the CompanyClosing Date, Parent, Sub and Merger Sub will cause the Company shall file a certificate of merger (the “Certificate of Merger”) to be executed, acknowledgedin such form as is required by, and executed and acknowledged in accordance with, the relevant provisions of the DGCL and shall make all other filings and recordings required under the DGCL. The Merger shall become effective at such date and time as the Certificate of Merger is filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later subsequent date or and time as may be agreed by Parent and the Company shall agree and Parent in writing and specified specify in the Certificate of Merger in accordance with the DGCL (the effective Merger. The date and time of at which the Merger being hereinafter becomes effective is referred to in this Agreement as the “Effective Time”).
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Covance Inc), Agreement and Plan of Merger (Laboratory Corp of America Holdings), Agreement and Plan of Merger (Fidelity National Financial, Inc.)
Effective Time. Subject to the provisions of terms and conditions set forth in this Agreement, at on the ClosingClosing Date, a Certificate of Merger substantially in the Company, Parent, and Merger Sub will cause a certificate form of merger Exhibit A (the “Certificate of Merger”) shall be duly executed and acknowledged by the Company and thereafter delivered to be executed, acknowledged, and the Secretary of State of the State of Delaware for filing pursuant to the DGCL. The Merger shall become effective at such time as a properly executed copy of the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will become effective at such later time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by Parent and the Company may agree upon and Parent in writing and specified as set forth in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to herein as the “Effective Time”).
Appears in 5 contracts
Samples: Agreement and Plan of Merger and Reorganization (K2 Inc), Agreement and Plan of Merger and Reorganization (K2 Inc), Agreement and Plan of Merger and Reorganization (K2 Inc)
Effective Time. (a) Subject to the provisions of this Agreement, at the Closing, the Company, Parent, and Merger Sub will shall cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The First Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the First Merger being hereinafter referred to as the “Effective Time”).
Appears in 5 contracts
Samples: Agreement and Plan of Merger and Reorganization (Avalo Therapeutics, Inc.), Agreement and Plan of Merger and Reorganization (Aevi Genomic Medicine, Inc.), Agreement and Plan of Merger and Reorganization (Cerecor Inc.)
Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company, Parent, Company and Merger Sub will Parent shall cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, acknowledged and filed with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”) in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Delaware Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Innoviva, Inc.), Agreement and Plan of Merger (Entasis Therapeutics Holdings Inc.), Agreement and Plan of Merger (Telenav, Inc.)
Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company, Parent, Company and Merger Sub Parent will cause the Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) ), to be executed, acknowledged, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions Section 251 of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such the time as when the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Seacor Holdings Inc /New/), Agreement and Plan of Merger (Vivint Solar, Inc.), Agreement and Plan of Merger (Genesee & Wyoming Inc)
Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company, Parent, Purchaser and Merger Sub the Company will cause a certificate of merger (the “Certificate of Merger”) , or if applicable, a Certificate of Ownership and Merger (each, the "Certificate of Merger"), to be executed, acknowledged, executed and filed on the date of the Closing (as defined in Section 1.6) (or on such other date as Parent and the Company may agree) with the Secretary of State of the State of Delaware as provided in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such the time as at which the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be is agreed upon by the Company and Parent in writing parties and specified in the Certificate of Merger in accordance with the DGCL (the effective Merger, and such time of the Merger being is hereinafter referred to as the “"Effective Time”)."
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Ovid Technologies Inc), Agreement and Plan of Merger (Wolters Kluwer Us Corp), Agreement and Plan of Merger (Wolters Kluwer Us Corp)
Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company, Parent, Sub and Merger Sub will the Company shall cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, filed on the Closing Date (or on such other date as Parent and filed the Company may agree in writing) with the Secretary of State of the State of Delaware as provided in accordance with the relevant provisions of the DGCL DGCL, and shall make all other filings or recordings required under by the DGCLDGCL in connection with the Merger. The Merger will shall become effective at such the time as at which the Certificate of Merger has been is duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be is agreed upon in writing by the Company and Parent in writing parties and specified in the Certificate of Merger in accordance with the DGCL (the effective Merger, and such time of the Merger being is hereinafter referred to as the “Effective Time.”).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (RenPac Holdings Inc.), Agreement and Plan of Merger (Pactiv Corp), Agreement and Plan of Merger (Ryerson Inc.)
Effective Time. Subject Upon the terms and subject to the provisions of conditions set forth in this Agreement, at on the Closing, the CompanyClosing Date, Parent, and Merger Sub will and the Company shall cause the Merger to be consummated under the DGCL by filing a certificate of merger in such form as required by, and executed in accordance with, the DGCL (the “Certificate of Merger”) to be executed, acknowledged, and filed with the Secretary of State of the State of Delaware in accordance with (the relevant provisions time and day of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will become effective at such time as the Certificate of Merger has been duly filed filing with the Secretary of State of the State of Delaware Delaware, or at such later date or time and day as may be agreed in writing by Xxxxxx and the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger Merger, being hereinafter referred to herein as the “Effective Time”).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Pc Tel Inc), Agreement and Plan of Merger (Pc Tel Inc), Agreement and Plan of Merger (Pc Tel Inc)
Effective Time. Subject Prior to the provisions of this Agreement, at the Closing, the Company, ParentCompany shall prepare, and Merger Sub will cause a certificate of merger (on the “Certificate of Merger”) to be executed, acknowledged, and filed Closing Date the Company shall file with the Secretary of State of the State of Delaware Delaware, a certificate of merger or other appropriate documents (in any such case, the "Certificate of Merger") executed in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the such Secretary of State of the State of Delaware State, or at such later date or other time as may be agreed by Parent and the Company shall agree and Parent in writing and specified specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “"Effective Time”").
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Penney J C Co Inc), Agreement and Plan of Merger (Genovese Drug Stores Inc), Agreement and Plan of Merger (Penney J C Co Inc)
Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company, Parent, Purchaser and Merger Sub will the Company shall cause a an appropriate certificate of merger or other appropriate documents (the “Certificate of Merger”) to be executed, acknowledged, executed and filed on the Closing Date (or on such other date as Parent and the Company may agree) with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at the time such time as the Certificate of Merger has have been duly filed with the Secretary of State of the State of Delaware or at such later date or and time as may be is agreed upon by the Company and Parent in writing parties and specified in the Certificate of Merger in accordance with the DGCL (the effective Merger, such date and time of the Merger being hereinafter referred to as the “Effective Time.”).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Ericsson Lm Telephone Co), Agreement and Plan of Merger (Cytyc Corp), Agreement and Plan of Merger (Redback Networks Inc)
Effective Time. Subject to the provisions of this Agreement, at Contemporaneously with or as promptly as practicable after the Closing, Parent and the Company, Parent, and Merger Sub will Company shall cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, and filed with the Secretary of State of the State of Delaware a properly executed certificate of merger conforming to the requirements of the DGCL, executed in accordance with the relevant provisions of the DGCL (the “Certificate of Merger”), and shall make all other filings or recordings required under by the DGCLDGCL in connection with the Merger. The Merger will shall become effective at such time as when the Certificate of Merger has been duly filed with is accepted for recording by the Secretary of State of the State of Delaware or at such later date or time as may be agreed by Parent and the Company and Parent shall agree in writing and specified shall specify in the Certificate of Merger in accordance with the DGCL (the effective time of at which the Merger being hereinafter referred to as becomes effective, the “Effective Time”).
Appears in 4 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger, Agreement and Plan of Merger
Effective Time. Subject to the provisions of this Agreement, at the ClosingParent, the Company, Parent, Purchaser and Merger Sub the Company will cause a certificate of merger, or, if applicable, a certificate of ownership and merger (as applicable, the “"Certificate of Merger”) "), to be executed, acknowledged, executed and filed on the date of the Closing (as defined in Section 1.7) (or on such other date as Parent and the Company may agree) with the Secretary of State of Delaware (the State "Secretary of Delaware State") as provided in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as on the date on which the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be is agreed upon by the Company and Parent in writing parties and specified in the Certificate of Merger in accordance with the DGCL (the effective Merger, and such time of the Merger being is hereinafter referred to as the “"Effective Time”)."
Appears in 4 contracts
Samples: Agreement and Plan of Merger (First Alert Inc), Agreement and Plan of Merger (Sunbeam Corp/Fl/), Agreement and Plan of Merger (Sunbeam Corp/Fl/)
Effective Time. Subject to the provisions terms and conditions of this Agreement, at the Closing, the Company, Parent, Parent and Merger Sub will Company shall cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, and filed with the Secretary of State of the State of Delaware (the “Delaware Secretary”) a certificate of merger effecting the Merger in accordance with substantially the relevant provisions form attached hereto as Exhibit A (the “Certificate of the DGCL and shall make all other filings or recordings required under Merger”), as provided in Section 251 of the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Delaware Secretary of State of the State of Delaware or at such later other date or time as may be agreed by the Parent and Company and Parent shall agree in writing and specified shall specify in the Certificate of Merger in accordance with the DGCL (the effective such date and time of the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Neff Corp), Agreement and Plan of Merger (United Rentals North America Inc), Agreement and Plan of Merger (Neff Corp)
Effective Time. Subject Prior to the provisions of this Agreement, at the Closing, the Company, ParentCompany shall prepare, and Merger Sub will cause on the Closing Date the Company (or Sub, in the case of a certificate of merger (the “Certificate of Merger”ownership and merger) to be executed, acknowledged, and filed shall file with the Secretary of State of the State of Delaware Delaware, a certificate of merger (or a certificate of ownership and merger, as the case may be) (the “Certificate of Merger”) executed in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the such Secretary of State of the State of Delaware State, or at such later date or subsequent time as may be agreed by Parent and the Company shall agree and Parent in writing and specified specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Ruby Merger Corp.), Agreement and Plan of Merger (Retek Inc), Agreement and Plan of Merger (Ruby Merger Corp.)
Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company, (a) Parent, and Merger Sub will and the Company shall cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, filed on the Closing Date (or on such other date as Parent and filed the Company may agree in writing) with the Secretary of State of the State of Delaware as provided in accordance with the relevant provisions of the DGCL DGCL, and shall make all other filings or recordings required under by the DGCLDGCL in connection with the Merger. The Merger will shall become effective at such the time as at which the Certificate of Merger has been is duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be is agreed upon in writing by the Company and Parent in writing parties and specified in the Certificate of Merger in accordance with the DGCL (the effective Merger, and such time of the Merger being is hereinafter referred to as the “Effective Time.”).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (L-1 Identity Solutions, Inc.), Agreement and Plan of Merger (Flir Systems Inc), Agreement and Plan of Merger (Flir Systems Inc)
Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company, Parent, and Merger Sub and the Company will cause a properly executed certificate of merger conforming to the requirements of the DGCL (the “Certificate of Merger”) to be executed, acknowledged, and filed with the Secretary of State of the State of Delaware in accordance with on the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCLClosing Date. The Merger will shall become effective at such the time as the Certificate of Merger has been duly is filed with the Secretary of State of the State of Delaware Delaware, or at such later date or time as may be is agreed to in writing by the Company and Parent in writing parties hereto and specified in the Certificate of Merger in accordance with the DGCL (the effective time of at which the Merger becomes effective being hereinafter referred to in this Agreement as the “Effective Time”).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Ligand Pharmaceuticals Inc), Agreement and Plan of Merger (Ligand Pharmaceuticals Inc), Agreement and Plan of Merger (Ligand Pharmaceuticals Inc)
Effective Time. Subject The parties to this Agreement shall cause the provisions of this Agreement, at the Closing, the Company, Parent, and Merger Sub will cause to be consummated by filing a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, on the Closing Date (or on such other date as Parent and filed the Company may agree) with the Secretary of State of the State of Delaware Delaware, in such form as required by, and executed in accordance with with, the relevant provisions of the DGCL (the date and shall make all other filings or recordings required under time of the DGCL. The Merger will become effective at such time as filing of the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware Delaware, or at such later date or time as may be agreed by the Company and Parent in writing and is specified in the Certificate of Merger in accordance with and as is agreed to by Parent and the DGCL (the effective time of the Merger Company, being hereinafter referred to as the “Effective Time”).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (EF Johnson Technologies, Inc.), Agreement and Plan of Merger (MTC Technologies Inc), Agreement and Plan of Merger (BAE Systems, Inc.)
Effective Time. Subject to the provisions of this Agreement, at (a) Concurrently with the Closing, the Company, Parent, Parent and Merger Acquisition Sub will shall cause a certificate of merger (the “Certificate of Merger”) with respect to the Merger to be executed, acknowledged, executed and filed with the Secretary of State of the State of Delaware in accordance with (the relevant provisions “Secretary of the DGCL and shall make all other filings or recordings required State”) as provided under the DGCL. The Merger will shall become effective on the date and time at such time as which the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or and time as may be is agreed by between the Company and Parent in writing parties and specified in the Certificate of Merger in accordance with the DGCL (the effective such date and time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Dealertrack Technologies, Inc), Agreement and Plan of Merger (AOL Inc.), Agreement and Plan of Merger (Harland Clarke Holdings Corp)
Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company, Parent, Purchaser and Merger Sub will the Company shall cause a an appropriate certificate of merger or other appropriate documents (the “Certificate of Merger”) to be executed, acknowledged, executed and filed on the Closing Date (or on such other date as Parent and the Company may agree) with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at the time such time as the Certificate of Merger has have been duly filed with the Secretary of State of the State of Delaware or at such later date or and time as may be is agreed upon by the Company and Parent in writing parties and specified in the Certificate of Merger in accordance with the DGCL (the effective Merger, such date and time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Nextest Systems Corp), Agreement and Plan of Merger (Teradyne, Inc), Agreement and Plan of Merger (Tb Woods Corp)
Effective Time. Subject to On the provisions of this Agreement, at the ClosingClosing Date, the Company, Parent, and Merger Sub will Parties shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed, acknowledged, duly executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of as provided under the DGCL and shall make all any other filings filings, recordings or recordings publications required to be made by the Company or Merger Sub under the DGCLDGCL in connection with the Merger. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Secretary of State of the State of Delaware or at on such later date or and time as may shall be agreed to by the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective such date and time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Repros Therapeutics Inc.), Agreement and Plan of Merger (Allergan PLC), Agreement and Plan of Merger (Kythera Biopharmaceuticals Inc)
Effective Time. Subject to the provisions of this Agreement, at (a) Concurrently with the Closing, the Company, Parent, Parent and Merger Acquisition Sub will shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed, acknowledged, executed and filed with the Secretary of State of the State of Delaware (the “Secretary of State”) in accordance with the relevant provisions of the DGCL and shall make all any other filings or recordings required under applicable Law of the DGCLState of Delaware. The Merger will shall become effective on the date and time at such time as which the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later other date or and time as may be agreed to by Parent and the Company and Parent in writing and specified as set forth in the Certificate of Merger in accordance with the DGCL (the effective such date and time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Twitter, Inc.), Agreement and Plan of Merger, Agreement and Plan of Merger
Effective Time. Subject to As soon as practicable, on the provisions of this Agreement, at the ClosingClosing Date, the Company, Parent, Company and Merger Sub Parent will cause a certificate Certificate of merger Merger (the “Certificate of Merger”) to be duly executed, acknowledged, acknowledged and filed with the Secretary of State of the State of Delaware as provided in accordance with the relevant provisions Section 251 of the DGCL DGCL, and shall make all any other filings filings, recordings or recordings publications required to be made by the Company or Merger Sub under the DGCL. The Merger will shall become effective at such the time as when the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware Delaware, or at such later date or time as may be agreed by the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Ak Steel Holding Corp), Agreement and Plan of Merger (Cleveland-Cliffs Inc.), Agreement and Plan of Merger (Cleveland-Cliffs Inc.)
Effective Time. Subject Prior to the provisions of this Agreement, at the Closing, the Company, ParentClosing Parent shall prepare, and Merger Sub will cause a certificate of merger (on the “Certificate of Merger”) to be executed, acknowledged, and filed Closing Date the Surviving Entity shall file with the Secretary of State of the State of Delaware a certificate of merger or other appropriate documents (the "Certificate of Merger") executed in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the such Secretary of State of the State of Delaware State, or at such later date or time as may be agreed by Parent and the Company shall agree and Parent in writing and specified specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “"Effective Time”").
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Opticare Health Systems Inc), Agreement and Plan of Merger (Refac), Agreement and Plan of Merger (Refac)
Effective Time. Subject Prior to the provisions of this Agreement, at the Closing, the Company, ParentParent shall prepare, and Merger Sub will cause a certificate of merger (on the “Certificate of Merger”) to be executed, acknowledged, and filed Closing Date or as soon as practicable thereafter the Surviving Corporation shall file with the Secretary of State of the State of Delaware Delaware, a certificate of merger (the "Certificate of Merger") executed in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the such Secretary of State of the State of Delaware State, or at such later date or subsequent time as may be agreed by Parent and the Company shall agree and Parent in writing and specified specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “"Effective Time”").
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Whirlpool Corp /De/), Agreement and Plan of Merger (Whirlpool Corp /De/), Agreement and Plan of Merger (Whirlpool Corp /De/)
Effective Time. Subject to the provisions of this Agreement, at the ClosingParent, the Company, Parent, Purchaser and the Company -------------- shall cause an appropriate Certificate of Merger Sub will cause a certificate of merger (the “"Certificate of Merger”") --------------------- to be executed, acknowledged, executed and filed on the Closing Date (as defined in Section 1.6) (or on such other date as Parent and the Company may agree) with the Secretary of State of the State of Delaware as provided in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as on the date on which the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be is agreed upon by the Company and Parent in writing parties and specified in the Certificate of Merger in accordance with the DGCL (the effective Merger, such time of the Merger being hereinafter referred to as the “"Effective Time”)." --------------
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Cendant Corp), Agreement and Plan of Merger (Sage Group PLC), Agreement and Plan of Merger (Cheap Tickets Inc)
Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on or after the Closing, Closing Date the Company, Parent, and Merger Sub will cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, and filed parties shall file with the Secretary of State of the State of Delaware a certificate of merger or other appropriate documents (in any such case, the "Certificate of Merger") executed in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCLDGCL to consummate the Merger. The Certificate of Merger will shall specify that the Merger shall become effective at such time as 12:01 a.m. on the Certificate of Merger has been duly filed with day following the Secretary of State of the State of Delaware Closing Date or at such later date or other time as may be agreed by Parent and the Company and Parent in writing and shall agree should be specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “"Effective Time”").
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Gaylord Entertainment Co), Agreement and Plan of Merger (Westinghouse Electric Corp), Agreement and Plan of Merger (Westinghouse Electric Corp)
Effective Time. Subject to the provisions of this Agreement, at on the ClosingClosing Date, Parent and the Company, Parent, and Merger Sub will cause Company shall file a certificate of merger relating to the Merger as contemplated by the DGCL (the “Certificate of Merger”) to be executed, acknowledged, and filed with the Secretary of State of the State of Delaware (the “Secretary of State”), in such form as required by, and executed in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under with, the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Secretary of State of on the State of Delaware Closing Date, or at such later date or time as may be agreed by Parent and the Company shall agree and Parent in writing and specified specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as Merger. As used herein, the “Effective Time”)” shall mean the time at which the Merger shall become effective.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Progenics Pharmaceuticals Inc), Agreement and Plan of Merger (Lantheus Holdings, Inc.), Agreement and Plan of Merger (Lantheus Holdings, Inc.)
Effective Time. Subject to the provisions of this Agreement, at Before the Closing, the Company, ParentCompany shall prepare, and Merger Sub will cause a certificate of merger (on the “Certificate of Merger”) to be executedClosing Date, acknowledged, and filed the Company shall file with the Secretary of State of the State of Delaware Delaware, a certificate of merger or other appropriate documents (in any such case, the “Certificate of Merger”) executed in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the such Secretary of State of the State of Delaware State, or at such later date or other time as may be agreed by Parent and the Company shall agree and Parent in writing and specified specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Wesco International Inc), Agreement and Plan of Merger (Wesco International Inc), Agreement and Plan of Merger (Anixter International Inc)
Effective Time. Subject to As soon as practicable after satisfaction of the provisions of this Agreement, at the Closing, the Companyconditions in Article VI, Parent, the Purchaser and Merger Sub the Company will cause a certificate of merger in the form required by the DGCL (the “"Certificate of Merger”") to be executed, acknowledged, executed and filed on the date of the Closing (as defined in Section 1.6 hereof) (or on such other date as Parent and the Company may agree) with the Secretary of State of the State of Delaware in accordance with (the relevant provisions "Secretary of the DGCL and shall make all other filings or recordings required under the DGCLState"). The Merger will shall become effective at such time as on the date on which the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be is agreed upon by the Company and Parent in writing parties and specified in the Certificate of Merger in accordance with the DGCL (the effective Merger, and such time of the Merger being is hereinafter referred to as the “"Effective Time”)."
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Aydin Corp), Agreement and Plan of Merger (L 3 Communications Corp), Agreement and Plan of Merger (Aydin Corp)
Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company, Parent, and Merger Sub will cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall pay all filing fees and make all other filings or recordings required under the DGCL. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Acreage Holdings, Inc.), Agreement and Plan of Merger, Agreement and Plan of Merger
Effective Time. Subject to the provisions of terms and conditions set forth in this Agreement, at on the ClosingClosing Date (as defined below), the Company, Parent, and Merger Sub will cause a certificate of merger substantially in the form attached hereto as Exhibit A (the “Certificate of MergerMerger Certificate”) ), shall be duly executed and acknowledged by the Company and thereafter delivered to be executed, acknowledged, and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under for filing pursuant to the DGCL. The Merger will shall become effective at such time as a properly executed copy of the Merger Certificate of Merger has been is duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL or such later time as Parent and the Company may agree upon and as set forth in the Merger Certificate (the effective time of the Merger becomes effective being hereinafter referred to herein as the “Effective Time”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Santarus Inc), Agreement and Plan of Merger (Santarus Inc), Agreement and Plan of Merger (Pharmion Corp)
Effective Time. Subject to On the provisions of this Agreement, at Closing Date (or on such other date as Parent and the ClosingCompany may agree), the Company, Parent, Company and Merger Sub will cause shall file with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) to be executed, acknowledgedexecuted in accordance with, and filed with the Secretary of State of the State of Delaware in accordance with containing such information as is required by, the relevant provisions of the DGCL and shall make all other filings or recordings required under in order to effect the DGCLMerger. The Merger will shall become effective at such the time as the Certificate of Merger has shall have been duly filed with with, and accepted by, the Secretary of State of the State of Delaware or at such later date or and time as may be is agreed upon by the Company and Parent in writing parties and specified in the Certificate of Merger in accordance with the DGCL (the effective Merger, such date and time of the Merger being hereinafter referred to as the “Effective Time.”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (HFF, Inc.), Agreement and Plan of Merger (Bats Global Markets, Inc.), Agreement and Plan of Merger (CBOE Holdings, Inc.)
Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company, Parent, Acquisition and the Company shall cause the Merger Sub will cause a certificate of merger (the “to be consummated by filing an appropriate Certificate of Merger or other appropriate documents (the"Certificate of Merger”") to be executed, acknowledged, and filed with the Secretary of State of the State of Delaware in such form as required by, and executed in accordance with with, the relevant provisions of the DGCL and shall make all other filings DGCL, as soon as practicable on or recordings required under after the DGCLClosing Date (as defined in Section 1.3). The Merger will shall become effective upon such filing or at such time thereafter as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Parent in writing and specified is provided in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “"Effective Time”").
Appears in 3 contracts
Samples: Agreement and Plan of Merger (St Jude Medical Inc), Agreement and Plan of Merger (St Jude Medical Inc), Agreement and Plan of Merger (Ventritex Inc)
Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on the ClosingClosing Date, the Company, Parent, and Merger Sub will cause a parties shall file the certificate of merger as contemplated by the DGCL (the “Certificate of Merger”) to be executed), acknowledgedtogether with any required related certificates, filings and filed recordings, with the Secretary of State of the State of Delaware Delaware, in such form as required by, and executed in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under of, the DGCL. The Merger will shall become effective at such time as upon the filing of the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or and time as may be agreed by the Company and Parent may agree upon and as is set forth in writing and specified in the such Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as such time, the “Effective Time”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Omnicare Inc), Agreement and Plan of Merger (CVS HEALTH Corp), Agreement and Plan of Merger (CVS HEALTH Corp)
Effective Time. Subject Upon the terms and subject to the provisions of conditions set forth in this Agreement, at as soon as practicable on or after the ClosingClosing Date, the Company, Parent, and Merger Sub will cause a certificate of merger or certificate of ownership and merger, as the case may be, or other appropriate documents (in any such case, the “Certificate of Merger”) to shall be executedduly prepared, acknowledged, executed and acknowledged by the parties in accordance with the relevant provisions of the DGCL and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCLDelaware. The Merger will shall become effective at such time as upon the filing of the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later subsequent time or date or time as may be agreed by Parent and the Company shall agree and Parent in writing and specified specify in the Certificate of Merger in accordance with the DGCL (the effective Merger. The time of at which the Merger being hereinafter becomes effective is referred to in this Agreement as the “Effective Time”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Pec Solutions Inc), Agreement and Plan of Merger (Nortel Networks LTD), Agreement and Plan of Merger (Nortel Networks Inc.)
Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on the ClosingClosing Date, the Company, Parent, and Merger Sub will cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, and filed parties shall file with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger") executed and acknowledged by the parties in accordance with the relevant provisions of the DGCL and and, as soon as practicable on or after the Closing Date, shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as upon the filing of the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware Delaware, or at such later date or other time as may be agreed by Parent and the Company shall agree and Parent in writing and specified shall specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “"Effective Time”").
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Johnson & Johnson), Agreement and Plan of Merger (Orapharma Inc), 82 Agreement and Plan of Merger (Johnson & Johnson)
Effective Time. Subject to the provisions of this Agreement, at on the ClosingClosing Date, the Company, Parent, Company and Merger Sub will cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company Company, Parent and Parent US Holdco in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (PRA Health Sciences, Inc.), Agreement and Plan of Merger (Icon PLC), Agreement and Plan of Merger (Icon PLC)
Effective Time. Subject Prior to the provisions of this Agreement, at the Closing, the Company, ParentParent shall prepare, and Merger Sub will cause a certificate of merger (on the “Certificate of Merger”) to be executed, acknowledged, and filed Closing Date the Surviving Corporation shall file with the Secretary of State of the State of Delaware Delaware, a certificate of merger or other appropriate documents (in any such case, the “Certificate of Merger”) executed in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the such Secretary of State of the State of Delaware State, or at such later date or time as may be agreed by Parent and the Company shall agree and Parent in writing and specified specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Reliance Steel & Aluminum Co), Agreement and Plan of Merger (Jorgensen Earle M Co /De/), Agreement and Plan of Merger (Reliance Steel & Aluminum Co)
Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company, Parent, Sub and Merger Sub the Company will cause a certificate of merger (the “"Certificate of Merger”") in the form of Exhibit E hereto, to be executed, acknowledged, filed on the Closing Date (as defined in Section 1.3 hereof) (or on such other date as Parent and filed the Company may agree) with the Secretary of State of the State of Delaware (the "Secretary of State") as provided in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as on the date on which the Certificate of Merger has been pursuant to Section 251 of the DGCL and any other documents necessary to effect the Merger in accordance with the DGCL are duly filed with the Secretary of State of (the State of Delaware "Merger Filing") or at such later date or time as may be is agreed upon by the Company and Parent in writing parties and specified in the Certificate of Merger in accordance with the DGCL (the effective Merger, and such time of the Merger being is hereinafter referred to as the “"Effective Time”)."
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Tumbleweed Communications Corp), Agreement and Plan of Merger (Tumbleweed Communications Corp), Voting Agreement (Worldtalk Communications Corp)
Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company, Parent, and Merger Sub and the Company will cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, executed and filed on the Closing Date (or on such other date as Parent and the Company may agree) with the Secretary of State of the State of Delaware as provided in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will become effective at such the date and time as at which the Certificate of Merger Xxxxxx has been duly filed with the Secretary of State of the State of Delaware Delaware, or at such later other date or and time as may be agreed by the Company and Parent parties hereto will agree in writing (subject to the requirements of the DGCL) and specified will specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as becomes effective, the “Effective Time”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Pfizer Inc), Agreement and Plan of Merger (Seagen Inc.)
Effective Time. Subject to the provisions terms and conditions of this Agreement, at the Closing, the Company, Parent, Purchaser and Merger Sub the Company will cause a certificate of merger or, if applicable, a certificate of ownership and merger (as applicable, the “"Certificate of Merger”) "), to be executed, acknowledged, executed and filed on the date of the Closing (as defined in Section 1.7) (or on such other date as Parent and the Company may agree) with the Secretary of State of Delaware (the State "Secretary of Delaware State") as provided in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as on the date on which the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be is agreed upon by the Company and Parent in writing parties and specified in the Certificate of Merger in accordance with the DGCL (the effective Merger, and such time of the Merger being is hereinafter referred to as the “"Effective Time”)."
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Galoob Toys Inc), Iii 5 Agreement and Plan of Merger (Hasbro Inc)
Effective Time. Subject Prior to the provisions of this AgreementClosing Parent shall prepare, at and on the ClosingClosing Date or as soon as practicable after the Closing Date, the Company, Parent, and Merger Sub will cause parties shall file a certificate of merger (the “"Certificate of Merger”") to be executed, acknowledged, executed and acknowledged in accordance with the relevant provisions of the DGCL and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCLDelaware. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Secretary of State of the State of Delaware Delaware, or at such later date or other time as may be agreed by Parent and the Company shall agree and Parent in writing and specified specify in the Certificate of Merger in accordance with the DGCL (the effective Merger. The time of the Merger being hereinafter becomes effective is referred to in this Agreement as the “"Effective Time”)".
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Olin Corp), Exhibit 1 Agreement and Plan of Merger (Citigroup Inc), Agreement and Plan of Merger (Chase Industries Inc)
Effective Time. Subject to the provisions of this Agreement, at the Closing, Parent and the Company, Parent, and Merger Sub will Company shall cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledgedsigned, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with such form as is required by the relevant provisions of the DGCL DGCL, and shall make all other deliveries, filings or recordings required under by the DGCLDGCL in connection with the Merger. The Merger will shall become effective at such time as when the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later other subsequent date or time as may be agreed by Parent and the Company may agree and Parent in writing and specified specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Mitel Networks Corp), Agreement and Plan of Merger (ShoreTel Inc), Agreement and Plan of Merger (Air Methods Corp)
Effective Time. Subject Upon the terms and subject to the provisions of this Agreement, at as soon as practicable on the ClosingClosing Date, the Company, Parent, and Merger Sub will cause parties shall file a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, and filed with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”), executed in accordance with the relevant provisions of the DGCL DGCL, and shall make any and all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been Xxxxxx is duly filed with the Delaware Secretary of State of the State of Delaware or at such later other date or time as may be agreed by Parent and the Company and Parent shall agree in writing and specified shall specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as becomes effective, the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Zevra Therapeutics, Inc.), Agreement and Plan of Merger (Acer Therapeutics Inc.)
Effective Time. Subject to the provisions of this Agreement, at Concurrently with the Closing, the Company, Parent, Company and Merger Sub Parent will cause a certificate Certificate of merger Merger with respect to the Merger (the “Certificate of Merger”) to be executed, acknowledged, acknowledged and filed with the Secretary of State of the State of Delaware as provided in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective on the date and at such the time as when the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed upon by the Company and Parent in writing and specified set forth in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Agiliti, Inc. \De), Agreement and Plan of Merger (Covetrus, Inc.)
Effective Time. Subject Upon the terms and subject to the provisions of conditions set forth in this AgreementAgreement (including the Merger Condition), at concurrently with the Closing, the Company, Parent, Company and Merger Sub will Parent shall cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, and filed with the Secretary of State of the State of Delaware in such form as required by, and executed in accordance with with, the relevant provisions of the DGCL (the date and time of the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, or such later time as is specified in the Certificate of Merger and as is agreed to by the Company and Parent in writing, being the “Effective Time”) and shall make all other filings or recordings required under the DGCL. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”if any).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Fortress Biotech, Inc.), Agreement and Plan of Merger (National Holdings Corp)
Effective Time. Subject to the provisions of terms and conditions set forth in this Agreement, at on the ClosingClosing Date, a Certificate of Merger substantially in the Company, Parent, and Merger Sub will cause a certificate form of merger Exhibit A (the “"CERTIFICATE OF MERGER") shall be duly executed and acknowledged by the Company and thereafter delivered to the Secretary of State of the State of Delaware for filing pursuant to the DGCL. The Merger shall become effective at such time as a properly executed copy of the Certificate of Merger”) to be executed, acknowledged, and Merger is duly filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will become effective at such later time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by Parent and the Company may agree upon and Parent in writing and specified as set forth in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to herein as the “Effective Time”"EFFECTIVE TIME").
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Brass Eagle Inc), Agreement and Plan of Merger and Reorganization (Fotoball Usa Inc)
Effective Time. Subject to the provisions of this Agreement, at the Closing, the CompanyCompany shall file, Parent, and Parent and Merger Sub will cause shall cooperate with the Company in its filing of, a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, and filed with the Delaware Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under by the DGCLDGCL in connection with the Merger. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Delaware Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Emerson Electric Co), Agreement and Plan of Merger (National Instruments Corp)
Effective Time. Subject On the Closing Date, or on such other date as Parent and the Company may agree to the provisions of this Agreement, at the Closing, the Companyin writing, Parent, and Merger Sub will and the Company shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed, acknowledged, executed and filed with the Secretary of State of the State of Delaware in such form as required by and in accordance with the relevant provisions Section 251 of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such the time as the Certificate of Merger has shall have been duly filed with the Secretary of State of the State of Delaware or at such later other date or and time as may be is agreed upon by Parent and the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective DGCL, such date and time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Axonics, Inc.), Agreement and Plan of Merger (Boston Scientific Corp)
Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on the ClosingClosing Date, the Company, Parent, and Merger Sub will cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, and filed parties shall file with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger") executed and acknowledged in accordance with the relevant provisions of the DGCL and and, as soon as practicable on or after the Closing Date, shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as upon the filing and acceptance of the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware Delaware, or at such later date or time as may be agreed by Parent and the Company shall agree and Parent in writing and specified shall specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “"Effective Time”").
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Topps Co Inc)
Effective Time. Subject to the provisions of terms and conditions set forth in this Agreement, at the Closing, the Company, Parent, and a Certificate of Merger Sub will cause a certificate of merger (the “"Merger Certificate") shall be duly executed and acknowledged by Acquisition and the Company and thereafter delivered to the Secretary of State of the State of Delaware for filing pursuant to the DGCL on the Closing Date (as defined in Section 1.3). The Merger shall become effective at such time as a properly executed and certified copy of the Merger Certificate of Merger”) to be executed, acknowledged, and is duly filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will become effective at such later time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by Parent and the Company may agree upon and Parent in writing and specified set forth in the Merger Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to herein as the “"Effective Time”").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Gti Corp), Agreement and Plan of Merger (Technitrol Inc)
Effective Time. Subject On the Closing Date, or on such other date as Parent and the Company may agree to the provisions of this Agreement, at the Closing, the Companyin writing, Parent, and Merger Sub will and the Company shall cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, executed and filed with the Secretary of State of the State of Delaware in such form as required by and in accordance with the relevant provisions Section 251 of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such the time as the Certificate of Merger has shall have been duly filed with the Secretary of State of the State of Delaware or at such later other date or and time as may be is agreed upon by Parent and the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective DGCL, such date and time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Apollo Endosurgery, Inc.), Agreement and Plan of Merger (Apollo Endosurgery, Inc.)
Effective Time. Subject to the provisions of this Agreement, at the ClosingParent, the Company, Parent, Purchaser and Merger Sub will the Company -------------- shall cause a certificate of merger (the “Certificate of Merger”) Merger to be executed, acknowledged, executed and filed on the Closing Date (as hereinafter defined) (or on such other date as Parent and the Company may agree) with the Secretary of State of Delaware (the State "Secretary of Delaware State") in ------------------ such form as required by, and executed in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as on the date on which the Certificate of Merger has been is duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be is agreed upon by the Company and Parent in writing parties and specified in the Certificate of Merger in accordance with the DGCL (the effective Merger, and such time of the Merger being is hereinafter referred to as the “"Effective Time”)." --------------
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sun Coast Industries Inc /De/), Agreement and Plan of Merger (Saffron Acquisition Corp)
Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on the ClosingClosing Date, the Company, Parent, and Merger Sub will cause parties shall file with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, executed and filed with acknowledged by the Secretary of State of the State of Delaware parties in accordance with the relevant provisions of the DGCL and and, as soon as practicable on or after the Closing Date, shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as upon the filing of the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware Delaware, or at such later date or other time as may be agreed by Parent and the Company shall agree and Parent in writing and specified shall specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Meridian Medical Technologies Inc), Agreement and Plan of Merger (Scios Inc)
Effective Time. Subject to the provisions of terms and conditions set forth in this Agreement, at on the ClosingClosing Date, a Certificate of Merger with the Company, Parent, and Merger Sub will cause a certificate substantially in the form of merger Exhibit A (the “Certificate of Merger”) shall be duly executed and acknowledged by Buyer and thereafter delivered to be executed, acknowledged, and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCLfor filing. The Merger will shall become effective at such time as a properly executed copy of the Certificate of Merger has been is duly filed with the Secretary of State of the State States of Delaware or at such later date or time as Parent and the Stockholder may be agreed by the Company agree upon and Parent in writing and specified as set forth in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to herein as the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pershing Gold Corp.), Agreement and Plan of Merger (Valor Gold Corp.)
Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on the ClosingClosing Date, the Company, Parent, and Merger Sub will cause parties shall file a certificate of merger substantially in the form of Exhibit A attached hereto (the “Certificate of Merger”) to be executed, acknowledged, and filed with the Secretary of State of the State of Delaware executed in accordance with the relevant provisions of the DGCL and and, as soon as practicable on or after the Closing Date, shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Secretary of State of the State of Delaware Delaware, or at such later date or other time as may be agreed by Parent and the Company shall agree and Parent in writing and specified shall specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Verint Systems Inc)
Effective Time. Subject to the provisions of terms and conditions set forth in this Agreement, at a Certificate of Merger in customary form reasonably acceptable to Parent and the Closing, the Company, Parent, and Merger Sub will cause a certificate of merger Company (the “Certificate of MergerMerger Certificate”) shall be duly executed and acknowledged by the Company and Acquisition Sub and thereafter delivered to be executed, acknowledged, the Secretary of State of the State of Delaware for filing pursuant to the DGCL on the Closing Date. The Merger shall become effective at such time as a properly executed and certified copy of the Merger Certificate is duly filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of DGCL or such later time as Parent and the DGCL Company may agree upon and shall make all other filings or recordings required under set forth in the DGCL. The Merger will become effective at Certificate (such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as becomes effective, the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Carpenter Technology Corp), Agreement and Plan of Merger (Carpenter Technology Corp)
Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on the ClosingClosing Date, the Companyparties shall file with the Secretary of State of the State of Delaware, Parent, and Merger Sub will cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, in such form as is required by and filed with the Secretary of State of the State of Delaware executed in accordance with the relevant provisions Section 251 of the DGCL DGCL, and as soon as practicable on or after the Closing Date, shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as upon the filing of the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware Delaware, or at such later date or time as may be agreed by Parent and the Company shall agree and Parent in writing and specified specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ashland Inc.), Agreement and Plan of Merger (Hercules Inc)
Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company, Parent, and Merger Sub will Parties shall cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or and recordings required under the DGCL. The Merger will shall become effective at such time as the Certificate of Merger Xxxxxx has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by Parent and the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to herein as the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Nuvasive Inc), Agreement and Plan of Merger (Globus Medical Inc)
Effective Time. Subject Upon the terms and subject to the provisions of conditions set forth in this Agreement, at on the ClosingClosing Date, a Certificate of Merger substantially in the Company, Parent, and Merger Sub will cause a certificate form of merger Exhibit C (the “"Certificate of Merger”") shall be duly executed and acknowledged by the Company and thereafter delivered to be executed, acknowledged, and the Secretary of State of the State of Delaware for filing pursuant to Section 251 of the DGCL. The Merger shall become effective at such time as a properly executed copy of the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions Section 251 of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will become effective at such later time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by Parent and the Company may agree upon and Parent in writing and specified as set forth in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to herein as the “"Effective Time”").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Kforce Inc), Agreement and Plan of Merger (Hall Kinion & Associates Inc)
Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on the ClosingClosing Date, the Company, Parent, and Merger Sub will cause parties shall file with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, executed and filed with the Secretary of State of the State of Delaware acknowledged in accordance with the relevant provisions of the DGCL and and, as soon as practicable on or after the Closing Date, shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as upon the filing and acceptance of the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware Delaware, or at such later date or time as may be agreed by Parent and the Company shall agree and Parent in writing and specified shall specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sm&A), Agreement and Plan of Merger (Topps Co Inc)
Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company, Parent, Parent and Merger Sub will Shall cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hecla Mining Co/De/), Agreement and Plan of Merger (Hecla Mining Co/De/)
Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company, Parent, and Merger Sub Partnership will cause a certificate of merger substantially in the form attached hereto as Exhibit B, executed in accordance with the relevant provisions of the Partnership Agreement, the DRULPA and the DLLCA (the “Certificate of Merger”) ), to be executed, acknowledged, and duly filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCLDelaware. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company Partnership and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Midcoast Energy Partners, L.P.)
Effective Time. Subject to At or promptly following the provisions of this Agreement, at Closing on the ClosingClosing Date, the Company, Parent, Company and Merger Sub Parent will cause a certificate Certificate of merger Merger (the “Certificate of Merger”) to be duly executed, acknowledged, acknowledged and filed with the Secretary of State of the State of Delaware as provided in accordance with the relevant provisions Section 251 of the DGCL DGCL, and shall make all any other filings filings, recordings or recordings publications required to be made by the Company or Merger Sub under the DGCL. The Merger will shall become effective at such the time as when the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware Delaware, or at such later date or time as may be agreed by the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pinnacle Foods Inc.), Agreement and Plan of Merger (Conagra Brands Inc.)
Effective Time. Subject to On the provisions of this AgreementClosing Date, at Parent and the Closing, the Company, Parent, and Merger Sub will Company shall cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledgedsigned, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with such form as is required by the relevant provisions of the DGCL DGCL, and shall make all other deliveries, filings or recordings required under by the DGCLDGCL in connection with the Merger. The Merger will shall become effective at such time as when the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later other subsequent date or time as may be agreed by Parent and the Company may agree and Parent in writing and specified specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Dover Motorsports Inc), Agreement and Plan of Merger (Papa Murphy's Holdings, Inc.)
Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company, Parent, Parent and Merger Sub will shall cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Books a Million Inc)
Effective Time. Subject to On the provisions of this Agreement, at the ClosingClosing Date, the Company, Parent, and Merger Sub will Company shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed, acknowledged, duly executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of as provided under the DGCL and shall make all any other filings filings, recordings or recordings publications required to be made by the Company under the DGCLDGCL in connection with the Merger. The Merger will shall become effective at such time as the Certificate of Merger has been Xxxxxx is duly filed with the Secretary of State of the State of Delaware or at on such later date or and time as may shall be agreed to by the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective such date and time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Indivior PLC), Agreement and Plan of Merger (Indivior PLC)
Effective Time. Subject to the provisions of terms and conditions set forth in this Agreement, at the Closing, the Company, Parent, and a Certificate of Merger Sub will cause a certificate of merger (the “"Merger Certificate") shall be duly executed and acknowledged by the Company and thereafter delivered to the Secretary of State of the State of Delaware for filing pursuant to the DGCL on the Closing Date (as defined in Section 1.3). The Merger shall become effective at such time as a properly executed and certified copy of the Merger Certificate of Merger”) to be executed, acknowledged, and is duly filed with by the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will become effective at such later time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by Parent and the Company may agree upon and Parent in writing and specified set forth in the Merger Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to herein as the “"Effective Time”").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Computer Sciences Corp), Agreement and Plan of Merger (Nichols Research Corp /Al/)
Effective Time. Subject Upon the terms and subject to the provisions of conditions set forth in this Agreement, at promptly after the Closing, Closing on the CompanyClosing Date, Parent, and Merger Sub will and the Company shall cause the Merger to be consummated under Delaware Law by filing a certificate of merger (the “Certificate of Merger”) to be executed, acknowledgedsigned, acknowledged and filed with the Secretary of State of the State of Delaware as provided in accordance with the relevant provisions Section 251 of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as when the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later other subsequent date or time as may be agreed by Parent and the Company may agree and Parent in writing and specified specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (CSR PLC), Agreement and Plan of Merger (Zoran Corp \De\)
Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company, Parent, Sub and Merger Sub the Company will cause a certificate -------------- Certificate of merger Merger (the “"Certificate of Merger”") to be executed, acknowledged, executed and filed on the date of the Closing (as defined in Section 1.6 hereof) (or on such other date as Parent and the Company may agree) with the Secretary of State of the State of Delaware (the "Secretary of State") as provided in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such the time as at which the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be is agreed upon by the Company and Parent in writing parties and specified in the Certificate of Merger in accordance with the DGCL (the effective Merger, and such time of the Merger being is hereinafter referred to as the “"Effective Time”)."
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Plato Holdings Inc), Agreement and Plan of Merger (Plato Holdings Inc)
Effective Time. Subject to On the provisions of this Agreement, at the ClosingClosing Date, the Company, Parent, and Merger Sub will Parties shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed, acknowledged, duly executed and filed with the Secretary of State of the State of Delaware in accordance with (the relevant provisions of “Delaware Secretary”) as provided under the DGCL and shall make all any other filings filings, recordings or recordings publications required to be made by the Company, Merger Sub or Parent under the DGCLDGCL in connection with the Merger. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Delaware Secretary of State of the State of Delaware or at on such later other date or and time as may shall be agreed to by the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective such date and time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Analog Devices Inc), Agreement and Plan of Merger (Linear Technology Corp /Ca/)
Effective Time. Subject to Simultaneously with the provisions of this Agreement, at the Merger Closing, the Company, Parent, Parent and Merger Sub will shall cause a certificate of merger (the “Certificate of Merger”) ), with respect to the Merger to be executed, acknowledged, executed and filed with the Secretary of State of the State of Delaware (the “Secretary of State”), in accordance with the relevant provisions of the DGCL DGCL, and shall make all other filings or recordings required under the DGCLDGCL in connection with the Merger. The Merger will shall become effective on the date and time at such time as which the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later subsequent date or and/or time as may be is agreed by between the Company and Parent in writing parties and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to herein as the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (IPC Healthcare, Inc.), Agreement and Plan of Merger (Team Health Holdings Inc.)
Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company, Parent, Parent and Merger Sub will shall cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL DGCL, and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (OncoCyte Corp), Agreement and Plan of Merger (OncoCyte Corp)
Effective Time. Subject to the provisions of this Agreement, at the Closing, the CompanyHoldCo, Parent, Parent and Merger Sub will shall cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company HoldCo and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Vici Properties Inc.), Agreement and Plan of Merger (Penn National Gaming Inc)
Effective Time. Subject to On the provisions of this AgreementClosing Date, at Parent and the Closing, the Company, Parent, and Merger Sub will Company shall cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledgedsigned, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with such form as is required by the relevant provisions of the DGCL DGCL, and shall make all other deliveries, filings or recordings required under by the DGCLDGCL in connection with the Merger. The Merger will shall become effective at such time as when the Certificate of Merger has been duly filed with and accepted by the Secretary of State of the State of Delaware or at such later other subsequent date or time as may be agreed by Parent and the Company may agree and Parent in writing and specified specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Vmware, Inc.), Agreement and Plan of Merger (Carbon Black, Inc.)
Effective Time. Subject to On the provisions of this Agreement, at Closing Date or as soon as practicable thereafter the Closing, the Company, Parent, and Merger Sub will cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, and filed parties shall duly file with the Secretary of State of the State of Delaware Delaware, a certificate of merger or certificate of ownership and merger, as the case may be (in any such case, the “Certificate of Merger”), executed in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the such Secretary of State of the State of Delaware State, or at such later date or other time as may be agreed by Parent, U.S. Parent and the Company shall agree and Parent in writing and specified specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Stanley, Inc.), Agreement and Plan of Merger (Cgi Group Inc)
Effective Time. Subject Upon the terms and subject to the provisions of conditions set forth in this Agreement, at as soon as practicable on or after the ClosingClosing Date, the Company, Parent, and Merger Sub will cause a certificate of merger or other appropriate documents (in any such case, the “Certificate of Merger”) to shall be executedduly prepared, acknowledged, executed and acknowledged by the parties in accordance with the relevant provisions of the DGCL and filed with the Secretary of State of the State of Delaware in accordance with (the relevant provisions “Delaware Secretary of the DGCL and shall make all other filings or recordings required under the DGCLState”). The Merger will shall become effective at such time as upon the filing of the Certificate of Merger has been duly filed with the Delaware Secretary of State of the State of Delaware or at such later subsequent time or date or time as may be agreed by the Parent and the Company shall agree and Parent in writing and specified specify in the Certificate of Merger in accordance with the DGCL (the effective Merger. The time of at which the Merger being hereinafter becomes effective is referred to in this Agreement as the “Effective Time.”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Perkinelmer Inc), Agreement and Plan of Merger (Caliper Life Sciences Inc)
Effective Time. Subject to the provisions of this Agreement, at Parent and the Closing, Company shall cause the Company, Parent, and Merger Sub will cause to be consummated by filing a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, on the Closing Date (or on such other date as Parent and filed the Company may agree) with the Secretary of State of the State of Delaware Delaware, in such form as required by, and executed in accordance with with, the relevant provisions of the DGCL (the date and shall make all other filings or recordings required under time of the DGCL. The Merger will become effective at such time as filing of the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware Delaware, or at such later date or time as may be agreed by the Company and Parent in writing and is specified in the Certificate of Merger in accordance with and as is agreed to by Parent and the DGCL (the effective time of the Merger Company, being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Meade Instruments Corp), Agreement and Plan of Merger (Meade Instruments Corp)
Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company, Parent, and Merger Sub will Company shall cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions Section 251 of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Quality Systems, Inc)
Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company, Parent, Company (at the direction of the Special Committee) and Merger Sub Parent will cause a certificate of merger (the “Certificate of Merger”) to be duly executed, acknowledged, acknowledged and filed with the Secretary of State of the State of Delaware as provided in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCLDLLCA. The Merger will shall become effective at such the time as when the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed in writing by the Company (at the direction of the Special Committee) and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Voltari Corp), Agreement and Plan of Merger (Cadus Corp)
Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company, (a) Parent, Sub and Merger Sub will the Company shall cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, filed on the Closing Date (or on such other date as Parent and filed the Company may agree in writing) with the Secretary of State of the State of Delaware as provided in accordance with the relevant provisions of the DGCL DGCL, and shall make all other filings or recordings required under by the DGCLDGCL in connection with the Merger. The Merger will shall become effective at such the time as at which the Certificate of Merger has been is duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be is agreed upon in writing by the Company and Parent in writing parties and specified in the Certificate of Merger in accordance with the DGCL (the effective Merger, and such time of the Merger being is hereinafter referred to as the “Effective Time.”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Omrix Biopharmaceuticals, Inc.), Agreement and Plan of Merger (Johnson & Johnson)
Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company, Parent, MergerSub, and the Company shall cause the Merger Sub will cause to be consummated by filing an appropriate Certificate of Merger or, if applicable, a certificate Certificate of merger Ownership and Merger, or other appropriate documents (the “Certificate of Merger”"CERTIFICATE OF MERGER") to be executed, acknowledged, and filed with the Secretary of State of the State of Delaware in such form as required by, and executed in accordance with with, the relevant 5 13 provisions of the DGCL and shall make all other filings DGCL, as soon as practicable on or recordings required under after the DGCLClosing Date. The Merger will shall become effective upon such filing or at such time thereafter as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Parent in writing and specified is provided in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”"EFFECTIVE TIME").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Texas Instruments Inc), Agreement and Plan of Merger (Texas Instruments Inc)
Effective Time. Subject to the provisions of this Agreement, at as promptly as reasonably practicable on the ClosingClosing Date, the Company, Parent, and Merger Sub Company will cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or and recordings required under the DGCL. The Merger will become effective on such date and at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by Parent and the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hologic Inc), Agreement and Plan of Merger (Gen Probe Inc)
Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company, Parent, and Merger Sub will and the Company shall cause a an appropriate certificate of merger or other appropriate documents (the “Certificate of Merger”) to be executed, acknowledged, executed and filed on the Closing Date (or on such other date as Parent and the Company may agree) with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at the time such time as the Certificate of Merger has have been duly filed with the Secretary of State of the State of Delaware or at such later date or and time as may be is agreed upon by the Company and Parent in writing parties and specified in the Certificate of Merger in accordance with the DGCL (the effective Merger, such date and time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Eagle Test Systems, Inc.), Agreement and Plan of Merger (Teradyne, Inc)
Effective Time. Subject Upon the terms and subject to the provisions of conditions set forth in this Agreement, at as soon as practicable after the ClosingClosing and on the Closing Date, the Company, Parent, and Merger Sub will cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, and filed Company shall file with the Secretary of State of the State of Delaware in accordance with (the relevant provisions "Delaware Secretary of State") the certificate of merger (the "Certificate of Merger") and such other documents as may be required by the DGCL in order for the Merger to become effective duly prepared, executed and shall make all other filings or recordings required under acknowledged by the DGCLParties, as applicable. The Merger will shall become effective at such time as upon the filing of the Certificate of Merger has been duly filed with the Delaware Secretary of State of unless Parent and the State of Delaware or at such later Company agree to a subsequent date or time as may be agreed by the Company and Parent in writing specify such date and specified time in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “"Effective Time”").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (QRS Corp), Agreement and Plan of Merger (QRS Corp)
Effective Time. Subject to On the provisions of this Agreement, at the ClosingClosing Date, the CompanyCompany shall cause the Merger to be consummated by executing, Parent, delivering and Merger Sub will cause filing a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all such other filings or recordings required under the DGCLDGCL in connection with the Merger. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Secretary of State of the State of Delaware Delaware, or at such later date or time as may be agreed by Parent and the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective such time of as the Merger being hereinafter becomes effective is referred to herein as the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cumulus Media Inc), Agreement and Plan of Merger (Harman International Industries Inc /De/)
Effective Time. Subject to the provisions of this Agreement, at as promptly as practicable after the Closing, the Company, Parent, Parent and Merger Sub will cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Randstad North America, L.P.), Agreement and Plan of Merger (SFN Group Inc.)
Effective Time. Subject Upon the terms and subject to the provisions of conditions set forth in this Agreement, at as soon as practicable on or after the ClosingClosing Date, the Company, Parent, parties shall prepare and Merger Sub will cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, and filed file with the Secretary of State of the State of Delaware Delaware, a certificate of merger or other appropriate documents (in any such case, the "Certificate of Merger") executed in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Secretary of State of the State of Delaware Delaware, or at such later subsequent date or time as may be agreed by Parent and the Company shall agree and Parent in writing and specified specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “"Effective Time”").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mp3 Com Inc), Agreement and Plan of Merger (Vivendi)
Effective Time. Subject to the provisions of this Agreement, at on the ClosingClosing Date or as soon as practicable thereafter, the Company, Parent, and Merger Sub will cause a Company shall file the certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, and filed with the Secretary of State of the State of Delaware executed in accordance with the relevant provisions of the DGCL DGCL, and shall make all other filings or recordings required under the DGCLDGCL in order for the Merger to become effective. The Merger will shall become effective at such time as the Certificate of Merger has been duly filed with is accepted by the Secretary of State of the State of Delaware or at such later date or and/or time as may be agreed by Parent, Merger Sub and the Company shall agree and Parent in writing and specified shall specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective, being hereinafter referred to herein as the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Thompson Anthony W), Agreement and Plan of Merger (Grubb & Ellis Co)
Effective Time. Subject Upon the terms and subject to the provisions of conditions set forth in this Agreement, at promptly after the Closing, Closing on the CompanyClosing Date, Parent, and Merger Sub will and the Company shall cause the Merger to be consummated under DGCL by filing a certificate of merger (the “Certificate of Merger”) to be executed, acknowledgedsigned, acknowledged and filed with the Secretary of State of the State of Delaware as provided in accordance with the relevant provisions Section 251 of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as when the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later other subsequent date or time as may be agreed by Parent and the Company may agree and Parent in writing and specified specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (CSR PLC), Agreement and Plan of Merger (Zoran Corp \De\)
Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company, Parent, and Merger Sub will Parties shall cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or and recordings required under the DGCLDGCL with respect to the Merger. The Merger will shall become effective at such time as the Certificate of Merger Mxxxxx has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by Parent and the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to herein as the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (McEwen Mining Inc.), Agreement and Plan of Merger (Timberline Resources Corp)
