Effective Time. As promptly as practicable on the Closing Date (as defined in Section 1.6), the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware, as required by, and executed in accordance with the relevant provisions of, Delaware Law and in such form as approved by Acquiror prior to such filing (the time of the filing of the Certificate of Merger or the time specified therein being the "Effective Time").
Appears in 3 contracts
Samples: Agreement and Plan of Merger (King Pharmaceuticals Inc), Agreement and Plan of Merger (Medco Research Inc), Agreement and Plan of Merger (King Pharmaceuticals Inc)
Effective Time. As promptly as practicable on (a) On the Closing Date (as defined in Section 1.6)Date, the parties hereto Merger Sub shall cause the Merger to be consummated by filing file a certificate of merger relating to the Merger (the "“Certificate of Merger"”) with the Secretary of State of the State of Delaware, in such form as is required by, and executed and acknowledged in accordance with with, the relevant provisions of, Delaware Law and in such form as approved by Acquiror prior to such filing (the time of the filing of DGCL and the Certificate of Merger DLLCA, and shall make all other filings or recordings required under the time specified therein being DGCL and the "Effective Time")DLLCA.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (NYSE Euronext), Agreement and Plan of Merger (Intercontinentalexchange Inc)
Effective Time. As promptly as practicable on On the Closing Date (as defined in Section 1.6)Date, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the "“Certificate of Merger"”) with the Secretary of State of the State of Delaware, Delaware in such form as required by, by and executed in accordance with the relevant provisions ofof the DGCL (the date and time of such filing, Delaware Law or such later date and time as may be specified in such form as approved filing by Acquiror prior to such filing (mutual agreement of Parent, Merger Sub and the time of the filing of the Certificate of Merger or the time specified therein Company, being the "“Effective Time"”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Google Inc.), Agreement and Plan of Merger (Google Inc.)
Effective Time. As promptly as practicable In order to effectuate the Merger, on the Closing Date (as defined in Section 1.61.7), the parties hereto Company shall cause the Merger to be consummated by filing a certificate of merger (the "Certificate of Merger") to be 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, Delaware Law and in such form DGCL. The Merger shall be effective as approved by Acquiror prior to such filing (of the time of the filing of the Certificate of Merger or the time specified therein being (the "Effective Time").
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Net Perceptions Inc), Agreement and Plan of Merger (Sycamore Networks Inc), Agreement and Plan of Merger (Net Perceptions Inc)
Effective Time. As promptly as practicable on At and after the Closing Date (as defined in Section 1.6)time of the Closing, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the "Certificate of Merger") 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, Delaware Law and in such form as approved by Acquiror prior to such filing the DGCL (the date and time of the filing of the Certificate of Merger such filing, or the such later date and time specified therein as may be set forth therein, being the "Effective Time").
Appears in 3 contracts
Samples: Stockholder Agreement (Doubleclick Inc), Agreement and Plan of Merger and Reorganization (Doubleclick Inc), Stockholder Agreement (Doubleclick Inc)
Effective Time. As promptly as practicable on Subject to the Closing Date (as defined in Section 1.6)provisions of this Agreement, Parent, Merger Sub and the parties hereto Company shall cause the Merger to be consummated by filing a certificate of merger complying with the DGCL (the "“Certificate of Merger"”) with the Secretary of State of the State of Delaware, as required by, and executed in accordance with soon as practicable on the relevant provisions of, Delaware Law and in such form as approved by Acquiror prior to Closing Date. The Merger shall become effective upon such filing (or at such time thereafter as the time of the filing of parties shall agree and as shall be provided in the Certificate of Merger or (the time specified therein being the "“Effective Time"”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Square D Co), Agreement and Plan of Merger (Juno Lighting Inc), Agreement and Plan of Merger (Fremont Partners Lp)
Effective Time. As promptly as practicable on At the Closing Date (as defined in Section 1.6)time of the Closing, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the "Certificate of Merger") 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, Delaware the General Corporation Law (the date and in such form as approved by Acquiror prior to time of such filing (the time of the filing of the Certificate of Merger or the time specified therein being the "Effective Time").
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Cell Genesys Inc), Agreement and Plan of Merger and Reorganization (Cell Genesys Inc), Agreement and Plan of Merger (Somatix Therapy Corporation)
Effective Time. As promptly as practicable on the Closing Date (as defined in Section 1.6), the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with the relevant provisions of, Delaware Law and in such form as approved by the Company and Acquiror prior to such filing (the time of the filing of the Certificate of Merger or the time specified therein being the "Effective Time").
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Loral Space & Communications LTD), Agreement and Plan of Merger (Loral Space & Communications LTD), Agreement and Plan of Merger (Orion Network Systems Inc/New/)
Effective Time. As promptly as practicable on Subject to the Closing Date (as defined in Section 1.6)provisions of this Agreement, Parent, Purchaser and the parties hereto Company shall cause the Merger to be consummated by filing a certificate of merger (complying with Section 251 of the "Certificate of Merger") DGCL with the Secretary of State of the State of Delaware, Delaware (the “Certificate of Merger”) on the Closing Date (as required by, and executed defined in accordance with the relevant provisions of, Delaware Law and in such form as approved by Acquiror prior to Section 2.3). The Merger shall become effective upon such filing (or at such time thereafter as the time of the filing of parties shall agree and as shall be provided in the Certificate of Merger or (the time specified therein being the "“Effective Time"”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Numerical Technologies Inc), Agreement and Plan of Merger (Synopsys Inc)
Effective Time. As promptly as practicable on At the Closing Date (as defined in Section 1.6)time of the Closing, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger in such form as is required by the applicable provisions of Delaware law (the "Certificate of MergerCERTIFICATE OF MERGER") with the Secretary of State of the State of Delaware, as required by, and Delaware executed in accordance with the relevant provisions of, of Delaware Law and in such form as approved by Acquiror prior to such filing (the date and time of such filing, or, if mutually agreed to by the filing of the Certificate of Merger or the parties, such later date and time specified therein as may be set forth therein, being the "Effective EFFECTIVE Time").
Appears in 2 contracts
Samples: Merger Agreement (Sapiens International Corp N V), Merger Agreement (Ness Technologies Inc)
Effective Time. As promptly as practicable on On the Closing Date (as defined in Section 1.61.7), Parent and the parties hereto Company shall cause the Merger to be consummated by filing a duly executed and delivered certificate of merger as required by the GCL (the "“Certificate of Merger"”) with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with the relevant provisions of, Delaware Law and in such form as approved by Acquiror prior to such filing the GCL (the time of the such filing of the Certificate of Merger or the time specified therein being the "“Effective Time"”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Captiva Software Corp), Agreement and Plan of Merger (Emc Corp)
Effective Time. As promptly as practicable on On the Closing Date (as defined in Section 1.6)Date, the parties hereto shall cause the Merger to be consummated by filing causing a certificate of merger (the "Certificate of Merger") with respect to the Merger to be executed and filed with the Secretary of State of the State of Delaware, as required by, and executed Delaware in accordance with the relevant provisions of, Delaware Law and in such form as approved by Acquiror prior to such filing (of the DGCL. The Merger shall become effective at the 8 13 time of the filing of the Certificate of Merger or with the time specified therein being Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL (the "Effective Time").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Gryphon Holdings Inc), Agreement and Plan of Merger (Gryphon Holdings Inc)
Effective Time. As promptly as practicable on At the Closing Date (as defined in Section 1.6)Closing, Merger Sub and the parties hereto Company shall cause the Merger to be consummated by filing a certificate of merger with respect to the Merger (the "“Certificate of Merger"”) with the Secretary of State of the State of Delaware, Delaware in such form as required by, by and executed in accordance with the relevant provisions of, Delaware Law and in such form as approved by Acquiror prior to such filing of the DGCL (the date and time of the filing of such filing, or such later date and time as may be specified in the Certificate of Merger or by mutual agreement of Parent, Merger Sub and the time specified therein Company, being the "“Effective Time"”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (AOL Inc.), Agreement and Plan of Merger (AOL Inc.)
Effective Time. As promptly as practicable At the conclusion of the Closing on the Closing Date (as defined in Section 1.6)Date, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the "Certificate of Merger") Merger with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with the relevant provisions of, Delaware Law and in such form as approved by Acquiror prior to such filing (the time of the filing of the Certificate of Merger or the time specified therein being the "Effective Time")Corporate Statute.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Natco Group Inc), Agreement and Plan of Merger (Natco Group Inc)
Effective Time. As promptly as practicable on On the Closing Date (as defined in Section 1.6), the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware, as required by, and executed in accordance with the relevant provisions of, Delaware Law and in such form as approved by the Company and Acquiror prior to such filing (the time of the filing of the Certificate of Merger or the effective time specified therein being the "Effective Time").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Advanced Communication Systems Inc), Agreement and Plan of Merger (Titan Corp)
Effective Time. As promptly as practicable on On the Closing Date (as defined in Section 1.6)Date, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the "Certificate of Merger") as contemplated by Section 251 of the DGCL, together with any required related certificates, with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with the relevant provisions of, Delaware Law and in such form as approved by Acquiror prior to such filing the DGCL (the time of the such filing of the Certificate of Merger or the time specified therein being the "Effective Time"). The Company and its counsel shall be given a reasonable opportunity to review and comment on the Certificate of Merger prior to the filing thereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Workgroup Technology Corp), Agreement and Plan of Merger (Softech Inc)
Effective Time. As promptly as practicable on On the Closing Date (as defined in Section 1.6)Date, the parties hereto Parties shall cause the Merger to be consummated by properly executing and filing a certificate Certificate of merger Merger substantially in the form attached hereto as Exhibit A (the "“Certificate of Merger"”) with the Secretary of State of the State of Delaware, as required by, and executed in accordance with the relevant applicable provisions of, Delaware Law and in such form as approved by Acquiror prior to such filing (the time of the filing of the Certificate of Merger or the time specified therein being the "Effective Time").DGCL. When used in this
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Select Medical Corp)
Effective Time. As promptly as practicable on Simultaneously with the Closing Date (as defined in Section 1.6)Closing, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger all necessary documentation (the "Certificate of Merger") “Merger Documents”), together with any required related certificates, with the Secretary of State of the State of Delaware, in such form as required byrequired, and executed in accordance with the relevant provisions of, Delaware Law and in such form as approved by Acquiror prior to such filing of the DGCL (the time of the filing of such filing, or such later date as is set forth in the Certificate of Merger or the time specified therein Merger, being the "“Effective Time"”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lincoln Snacks Co), Agreement and Plan of Merger (Brynwood Partners Iii L P)
Effective Time. As promptly as practicable on At the Closing Date (as defined in Section 1.6), the parties hereto shall cause the Merger to be consummated by filing file a certificate of merger (the "“Certificate of Merger"”) with the Secretary of State of the State of Delaware, in such form as is required by, by and executed in accordance with the relevant provisions of, Delaware Law and in such form as approved by Acquiror prior to such filing (the time of the filing of DGCL. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Delaware Secretary of State or at such subsequent time as Parent and the Company shall agree and as shall be specified in the Certificate of Merger (the time specified therein the Merger becomes effective being the "“Effective Time"”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Procter & Gamble Co), Agreement and Plan of Merger (Gillette Co)
Effective Time. As promptly as practicable on On the Closing Date (Date, or on such other date as defined in Section 1.6)may be mutually agreed by the parties, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the "Certificate of Merger") with the Office of the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with the relevant provisions ofof the DGCL (the date and time of such filing, Delaware Law or if another date and time is specified in such form as approved by Acquiror prior to filing, such filing (the time of the filing of the Certificate of Merger or the time specified therein date and time, being the "Effective Time").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Radiologix Inc), Agreement and Plan of Merger (Primedex Health Systems Inc)
Effective Time. As promptly as practicable on On the Closing Date (as defined in Section 1.6)Date, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the "Certificate of Merger") with the Secretary of State of the State of DelawareDelaware (the "Secretary"), in such form as required by, by and executed in accordance with with, the relevant provisions ofof the DGCL (the date and time of such filing, Delaware Law or, if another date and time is specified in such form as approved by Acquiror prior to filing, such filing (the time of the filing of the Certificate of Merger or the time specified therein date and time, being the "Effective Time").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ipcs Inc), Agreement and Plan of Merger (Horizon PCS Inc)
Effective Time. As promptly soon as practicable on the Closing Date (as defined in Section 1.6)Date, the parties hereto shall will cause the Merger to be consummated become effective by filing a certificate of merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware, a certificate of merger in such form as required by, and executed in accordance with with, the relevant provisions of, Delaware Law and in such form as approved by Acquiror prior to such filing of the DGCL (the time of filing the filing certificate of merger with the Secretary of State of the Certificate State of Merger or the time specified therein Delaware being the "Effective Time").
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Metamor Worldwide Inc), Agreement and Plan of Reorganization (BMC Software Inc)
Effective Time. As promptly as practicable on On the Closing Date (as defined in Section 1.61.7), Parent and the parties hereto Company shall cause the Merger to be consummated by filing a duly executed and delivered certificate of merger as required by the DGCL (the "“Certificate of Merger"”) with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with the relevant provisions of, Delaware Law and in such form as approved by Acquiror prior to such filing of the DGCL (the time of such filing, or such other time as Parent and the filing of Company shall specify in the Certificate of Merger or the time specified therein Merger, being the "“Effective Time"”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Advanced Medical Optics Inc), Agreement and Plan of Merger (Intralase Corp)
Effective Time. As promptly as practicable Immediately following the Closing on the Closing Date (as defined in Section 1.6)Date, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger relating to the Merger (the "“Certificate of Merger"”) with the Secretary of State of the State of Delaware, in such form as required by, and executed and acknowledged in accordance with with, the relevant applicable provisions ofof the DGCL (the date and time of such filing, Delaware Law or if another date and time is agreed to by the parties and specified in such form as approved by Acquiror prior to filing, such filing (the time of the filing of the Certificate of Merger or the time specified therein date and time, being the "“Effective Time"”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Post Holdings, Inc.), Agreement and Plan of Merger (HealthSpring, Inc.)
Effective Time. As promptly as practicable on At the Closing Date (as defined in Section 1.6)Closing, the parties hereto shall cause the Merger to be consummated by filing file a certificate of merger (the "“Certificate of Merger"”) in such form as is required by and executed in accordance with the relevant provisions of the DGCL. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, or at such subsequent time as required by, Parent and executed Company shall agree and as shall be specified in accordance with the relevant provisions of, Delaware Law and in such form as approved by Acquiror prior to such filing (the time of the filing of the Certificate of Merger or (the date and time specified therein that the Merger becomes effective being referred to herein as the "“Effective Time"”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Affinity Media International Corp.,), Agreement and Plan of Merger (Healthcare Acquisition Corp)
Effective Time. As promptly as practicable on On the Closing Date (as defined in Section 1.6below), Parent and the parties hereto Company shall cause the Merger to be consummated by filing a duly executed and delivered certificate of merger as required by the GCL (the "“Certificate of Merger"”) with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with the relevant provisions of, Delaware Law and in such form as approved by Acquiror prior to such filing the GCL (the time of the such filing of the Certificate of Merger or the time specified therein being the "“Effective Time"”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Emc Corp), Agreement and Plan of Merger (Legato Systems Inc)
Effective Time. As promptly Contemporaneously with or as soon as practicable on following the Closing Date (as defined in Section 1.6)Closing, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the "“Certificate of Merger"”) with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with the relevant provisions of, Delaware Law the DLLCA (the date and time of such filing, or if another date and time is specified in such form as approved by Acquiror prior to filing, such filing (the time of the filing of the Certificate of Merger or the time specified therein date and time, being the "“Effective Time"”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Blount International Inc)
Effective Time. As promptly as practicable Immediately following the Closing on the Closing Date (as defined in Section 1.6)Date, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger with respect to the Merger (the "“Certificate of Merger"”) with the Secretary of State of the State of Delaware, Delaware and the Secretary of State of the State of Texas in such form as required by, and executed and acknowledged in accordance with with, the relevant applicable provisions of, Delaware Law of the DGCL and in such form as approved by Acquiror prior to such filing (TBOC. The term “Effective Time” shall be the date and time of when the filing of the Certificate of Merger becomes effective or at such other date and time as may be set forth in the time specified therein being the "Effective Time")Certificate of Merger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (East West Bancorp Inc), Agreement and Plan of Merger (MetroCorp Bancshares, Inc.)
Effective Time. As promptly as practicable on At and after the Closing Date (as defined in Section 1.6)time of the Closing, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the "Certificate of MergerCERTIFICATE OF MERGER") 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, Delaware Law and in such form as approved by Acquiror prior to such filing of the DGCL (the date and time of the filing of the Certificate of Merger such filing, or the such later date and time specified therein as may be set forth therein, being the "Effective TimeEFFECTIVE TIME").
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Messagemedia Inc), Stockholder Agreement (Messagemedia Inc)
Effective Time. As promptly soon as practicable on following the Closing Date (as defined in Section 1.6)Closing, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the "“Certificate of Merger"”) with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with the relevant provisions of, Delaware Law the DGCL (the date and time of such filing, or if another date and time is specified in such form as approved by Acquiror prior to filing, such filing (the time of the filing of the Certificate of Merger or the time specified therein date and time, being the "“Effective Time"”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (B. Riley Financial, Inc.), Agreement and Plan of Merger (United Online Inc)
Effective Time. As promptly as practicable on On the Closing Date (as defined in Section 1.6)Date, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware, as required by, Delaware a certificate of merger in customary form and executed substance for the Merger (the “Certificate of Merger”) in accordance with the relevant applicable provisions of, of Delaware Law and in such form as approved by Acquiror prior to such filing (the Law. The time of the filing of the Certificate of Merger or is referred to herein as the time specified therein being the "“Effective Time").”
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lsi Corp), Agreement and Plan of Merger And (Network Appliance Inc)
Effective Time. As promptly as practicable on On the Closing Date (as defined in Section 1.6), the parties hereto shall cause the Merger to be consummated by filing all necessary documentation, including a certificate of merger (the "Certificate of Merger") Merger in the form attached hereto as Exhibit A, with the Secretary of State of the State of Delaware, as required by, and executed Buyer will deliver the Payment Fund to the Paying Agent in accordance with the relevant provisions of, Delaware Law and manner provided in such form as approved by Acquiror prior to such filing (the time of the Section 2.5. The Merger shall be effective upon filing of the Certificate of Merger with the Secretary of State of the State of Delaware, or on such later date as may be specified therein (the time specified therein being of such effectiveness being, the "“Effective Time"”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Dow Jones & Co Inc), Agreement and Plan of Merger (Marketwatch Inc)
Effective Time. As promptly as practicable on At the Closing Date (as defined in Section 1.6)Closing, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the "“Certificate of Merger"”) with the Secretary of State of the State of Delaware, in such form as is required by, and executed in accordance with with, the relevant provisions of, Delaware Law and in such form as approved by Acquiror prior to such filing of the DGCL (the date and time of the such filing of the Certificate of Merger (or such later time as may be agreed by the time parties hereto and specified therein in the Certificate of Merger) being the "“Effective Time"”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Harber Lacy J), Agreement and Plan of Merger (Timco Aviation Services Inc)
Effective Time. As promptly as practicable on At the Closing Date (as defined in Section 1.6)Closing, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with the relevant provisions of, Delaware Law and in such form as approved by the Company and Acquiror prior to such filing (the date and time of the filing of the Certificate of Merger or the time specified therein being the "Effective Time").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Price Communications Corp), Agreement and Plan of Merger (Palmer Wireless Inc)
Effective Time. As promptly as practicable on Subject to the Closing Date (as defined in Section 1.6)provisions of this Agreement, Parent, Merger Sub and the parties hereto Company shall cause the Merger to be consummated by filing a certificate of merger (complying with the "Certificate of Merger") DGCL with the Secretary of State of the State of Delaware, Delaware as required by, soon as practicable on or after the Closing Date (as defined in Section 1.3). The Merger shall become effective upon the later of such filing or at such time thereafter as may be agreed to in writing by each of the parties hereto and executed in accordance with the relevant provisions of, Delaware Law and specified in such form as approved by Acquiror prior to such filing certificate of merger (the time of the filing of the Certificate of Merger or the time specified therein being the "Effective Time").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Metro Networks Inc), Agreement and Plan of Merger (Westwood One Inc /De/)
Effective Time. As promptly as practicable on On the Closing Date (as defined date of the closing of the Merger referred to in Section 1.6)1.07 hereof, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the "Certificate of MergerCERTIFICATE OF MERGER") 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, Delaware Law and of the DGCL shall be filed with the Secretary of State of Delaware. The Merger shall become effective at the time (the "EFFECTIVE TIME") of such filing or at such later time as the parties hereto shall have provided in such form as approved by Acquiror prior to such filing (the time of the filing of the Certificate of Merger or the time specified therein being the "Effective Time")certificate.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Coda Energy Inc), Agreement and Plan of Merger (Continental Natural Gas Inc)
Effective Time. As promptly soon as practicable on the Closing Date (as defined in Section 1.6)Date, the parties hereto shall cause the Merger to be consummated by filing file a certificate of merger or other appropriate documents (in any such case, the "Certificate of Merger") with the Secretary of State of the State of Delaware, as Delaware and shall make all other filings or recordings required by, and executed by the DGCL with respect to the Merger. The Merger shall become effective on the date specified in accordance with the relevant provisions of, Delaware Law and in such form as approved by Acquiror prior to such filing (the time of the filing of the Certificate of Merger or the time specified therein being (the "Effective Time").
Appears in 1 contract
Effective Time. As promptly as practicable on At the Closing Date (as defined in Section 1.6)time of the Closing, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the "Certificate of MergerCERTIFICATE OF MERGER") 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, Delaware the General Corporation Law (the date and in such form as approved by Acquiror prior to time of such filing (the time of the filing of the Certificate of Merger or the time specified therein being the "Effective TimeEFFECTIVE TIME").
Appears in 1 contract
Samples: Agreement and Plan of Merger (Somatix Therapy Corporation)
Effective Time. As promptly as practicable on At the Closing Date (as defined in Section 1.6)Closing, the parties hereto shall cause the Merger to be consummated by executing and filing a certificate of merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware, Delaware as required by, and executed in accordance with the relevant provisions of, Delaware Law and in such form as approved by Acquiror prior to such filing the DLLCA (the “Certificate of Merger”), with such Certificate of Merger to be effective as of 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 may be agreed to by the time specified therein being parties hereto and set forth in the "Certificate of Merger (the “Effective Time"”).
Appears in 1 contract
Samples: Member Representative Escrow Agreement (Rhino Resource Partners LP)
Effective Time. As promptly as practicable on At the Closing Date (as defined in Section 1.6)time of the Closing, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the "Certificate of MergerCERTIFICATE OF MERGER") 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, Delaware Law and in such form as approved by Acquiror prior to such filing the Business Corporation Act (the date and time of such filing, or such later time as may be agreed by the filing of parties hereto and specified in the Certificate of Merger or the time specified therein Merger, being the "Effective TimeEFFECTIVE TIME").
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Dura Pharmaceuticals Inc/Ca)
Effective Time. As promptly as practicable on Concurrently with the Closing Date (as defined in Section 1.6)Closing, the parties hereto shall cause the Merger to be consummated by filing with the Secretary of State of Delaware (the “Secretary of State”) a certificate of merger (the "“Certificate of Merger"”) in such form as is required by and duly executed in accordance with Section 251 of the DGCL. The Merger shall become effective (the “Effective Time”) when the Certificate of Merger has been filed with the Secretary of State of or at such later time as is agreed by NFP and the State of Delaware, as required by, Company and executed specified in accordance with the relevant provisions of, Delaware Law and in such form as approved by Acquiror prior to such filing (the time of the filing of the Certificate of Merger or the time specified therein being the "Effective Time")Merger.
Appears in 1 contract
Samples: Agreement and Plan of Merger (National Financial Partners Corp)
Effective Time. As promptly as practicable Subject to the terms and conditions of this Agreement, on the Closing Date (as defined in Section 1.6)Date, the parties hereto shall Parties will cause the Merger to be consummated by filing a certificate of merger (the "Certificate of Merger") to be filed with the Secretary of State of the State of Delaware, Delaware as required by, and executed provided in accordance with Section 251 of the relevant provisions of, Delaware Law and in such form as approved by Acquiror prior to such filing DGCL (the time "Certificate of the filing of Merger"). The Merger shall take effect when the Certificate of Merger or the time specified therein being becomes effective (the "Effective Time").
Appears in 1 contract
Effective Time. As promptly as practicable on At the Closing Date (as defined in Section 1.6)Closing, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with the relevant provisions of, Delaware Law and in such form as approved by Acquiror prior to such filing the DGCL (the date and time of the filing of the Certificate of Merger such filing, or the such later date or time specified therein as set forth therein, being the "Effective Time").
Appears in 1 contract
Samples: Original Executed (Inland Steel Co)
Effective Time. As promptly as practicable possible on the Closing Date (as defined in Section 1.6)Date, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware, Delaware a certificate of merger (the “Certificate of Merger”) in such form as is required by, by and executed in accordance with the relevant provisions of, Delaware Law DGCL. The Merger shall be effective as of the date and in such form as approved by Acquiror prior to such filing (the time of the filing of the Certificate of Merger with the Delaware Secretary of State, or at such later time as shall be agreed upon by Parent and the time Company and specified therein being in the "Certificate of Merger (the “Effective Time"”).
Appears in 1 contract
Effective Time. As promptly as practicable on On the Closing Date (as defined in Section 1.6)Date, the parties hereto shall cause the Merger to be consummated by the filing a certificate of merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware, as required by, Delaware of a certificate of merger in form reasonably agreed to by Parent and executed in accordance with the relevant provisions of, Delaware Law and in such form as approved by Acquiror prior to such filing Company (the time of filing with the filing Secretary of State of the Certificate State of Merger Delaware or such later time as set forth therein, being referred to herein as the time specified therein being the "“Effective Time"”).
Appears in 1 contract
Effective Time. As promptly as practicable on At the Closing Date (as defined in Section 1.6)Closing, the parties hereto Parties shall cause the Merger to be consummated by filing a certificate of merger merger, in a form reasonably satisfactory to Parent and GG (the "“Certificate of Merger") ”), to be executed and filed with the Secretary of State of the State of Delaware, as required by, . The Merger shall become effective on the date and executed in accordance with the relevant provisions of, Delaware Law and in such form as approved by Acquiror prior to such filing (the time of the filing of at which the Certificate of Merger is accepted for filing by the Secretary of State of the State of Delaware or at such later date and/or time as is agreed by GG and Parent and specified in the Certificate of Merger (the time specified therein being the "Merger becomes effective, the “Effective Time"”).
Appears in 1 contract
Samples: Business Combination Agreement (Gores Guggenheim, Inc.)
Effective Time. As promptly as practicable on On the Closing Date (as defined in Section 1.6)Date, the parties hereto shall cause the Merger to be consummated by filing a the certificate of merger (the "“Certificate of Merger"”) with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with the relevant provisions of, Delaware Law the DGCL. The date and in such form as approved by Acquiror prior to such filing (the time of the filing of the Certificate of Merger with the Secretary of State of the State of Delaware (or such later time as shall be agreed to by the time parties hereto and is specified therein being in the "Certificate of Merger) will be the “Effective Time").”
Appears in 1 contract
Samples: Agreement and Plan of Merger (General Finance CORP)
Effective Time. As promptly as practicable on At the Closing Date (as defined in Section 1.6)Closing, the parties hereto shall Company, the Parent and Merger Sub will file, or cause the Merger to be consummated by filing filed, with the Secretary of State of the State of Delaware, a certificate of merger (the "Certificate of Merger") in accordance with the Secretary of State of the State of DelawareDGCL, in such form as is required by, and executed in accordance with with, the relevant provisions of, Delaware Law the DGCL. The parties will take such other and in such form further actions as approved may be required by Acquiror prior law to such filing (make the Merger effective. The Merger will become effective at the time of such filing or, if agreed to by the filing of Parent and the Company, at such later time or date as is set forth in the Certificate of Merger or the time specified therein being (the "Effective Time").
Appears in 1 contract
Effective Time. As promptly as practicable on At the Closing Date (as defined referred to in Section 1.6)2.9, the parties hereto shall cause the Merger to be consummated by filing delivering a certificate Certificate of merger Merger (the "Certificate of Merger") with to the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with the relevant provisions of, Delaware Law and in such form as approved the GCL, for filing by Acquiror prior to such filing the Secretary of State (the time of the such filing of the Certificate of Merger or the time specified therein being the "Effective Time").
Appears in 1 contract
Samples: Agreement and Plan of Merger (Alpine Group Inc /De/)
Effective Time. As promptly as practicable on Upon the Closing Date (as defined in Section 1.6)Closing, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the "Certificate of Merger") with the Secretary of State of the State of DelawareDelaware a certificate of merger or other appropriate documents (in any such case, the "Merger Documents") in such form as is required by, and executed in accordance with with, this Agreement and the relevant provisions of, Delaware Law of the DGCL (the date and in such form as approved by Acquiror prior to time of such filing (the time of the filing of the Certificate of Merger or the time specified therein being referred to herein as the "Effective Time"). The Merger shall have the effects set forth in Section 251 of the DGCL.
Appears in 1 contract
Effective Time. As promptly as practicable on At the Closing Date (as defined in Section 1.6)time of the Closing, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the "Certificate of MergerCERTIFICATE OF MERGER") 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 Delaware General Corporation Law and in such form as approved by Acquiror prior to such filing (the date and time of such filing, or such later time as may be agreed by the filing of parties hereto and specified in the Certificate of Merger or the time specified therein Merger, being the "Effective TimeEFFECTIVE TIME"). SECTION 2.04.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Telco Systems Inc /De/)
Effective Time. As promptly as practicable on On the Closing Date (as defined in Section 1.6)Date, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the "Certificate of Merger") with the Secretary of State of the State of DelawareDelaware a certificate of merger, in the form attached hereto as required byExhibit A (the “Certificate of Merger”), and executed in accordance with the relevant applicable provisions of, of Delaware Law and in such form as approved by Acquiror prior to such filing (the Law. The time of the filing of the Certificate of Merger or is referred to herein as the time specified therein being the "“Effective Time").”
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cypress Semiconductor Corp /De/)
Effective Time. As promptly as practicable on On the Closing Date (as defined in Section 1.6)Date, the parties hereto shall file, or cause the Merger to be consummated by filing filed, a certificate of merger (the "“Certificate of Merger"”) with the Secretary of State of the State of Delaware, in such form as is required by, by and executed in accordance with the relevant provisions of, Delaware Law and in such form as approved by Acquiror prior to such filing (the time of the filing of DGCL. The Merger shall become effective at such time as the Certificate of Merger or is duly filed with the Delaware Secretary of State (the time specified therein the Merger becomes effective being the "“Effective Time"”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Rf Micro Devices Inc)
Effective Time. As promptly as practicable Subject to the terms and subject to the conditions of this Agreement, on the Closing Date (as defined in Section 1.6), the parties hereto Company and Merger Sub shall cause the Merger to be consummated by filing a certificate of merger (the "Certificate of Merger") Merger with the Secretary of State of the State of Delaware, as required by, and executed in accordance with the relevant applicable provisions of, Delaware Law and in such form as approved by Acquiror prior to such filing of the DGCL (the time of such filing, or such later time as may be agreed in writing by the filing of Company and Parent and specified in the Certificate of Merger or the time specified therein Merger, being the "“Effective Time"”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (LF Capital Acquisition Corp.)
Effective Time. As promptly as practicable on On the Closing Date (as defined in Section 1.6)Date, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger satisfying the applicable requirements of the DGCL (the "“Certificate of Merger"”) to be properly executed and delivered for filing in accordance with the DGCL. The Merger shall become effective at the time the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware, Delaware or such later date and time as required by, is agreed upon by the parties and executed specified in accordance with the relevant provisions of, Delaware Law and in such form as approved by Acquiror prior to such filing (the time of the filing of the Certificate of Merger or Merger, such date and time to be hereinafter referred to as the time specified therein being the "“Effective Time").”
Appears in 1 contract
Samples: Agreement and Plan of Merger (Novatel Wireless Inc)
Effective Time. As promptly as practicable on On the Closing Date (as defined in Section 1.6)Date, the parties hereto Parties shall cause the Merger to be consummated by filing a certificate of merger (the "Certificate of Merger") to be executed and filed in accordance with the DGCL and the terms of this Agreement. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, Delaware or at such later time as required by, is agreed by the Parties and executed specified as the Effective Time in accordance with the relevant provisions of, Delaware Law and in such form as approved by Acquiror prior to such filing (the time of the filing of the Certificate of Merger or the time specified therein being (the "Effective Time").
Appears in 1 contract
Samples: Agreement and Plan of Merger (Lawson Software, Inc.)
Effective Time. As promptly as practicable on Subject to the Closing Date (as defined in Section 1.6)provisions of this Agreement, the parties hereto shall will cause the Merger to be consummated by filing a an appropriate certificate of merger (the "“Certificate of Merger"”) 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, Delaware Law and in such form as approved by Acquiror prior to of the DGCL on the Closing Date. The Merger will become effective upon such filing (the or at such time of the filing of thereafter as is provided in the Certificate of Merger or (the time specified therein being the "“Effective Time"”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (KLIF Broadcasting, Inc.)
Effective Time. As promptly as practicable on At the Closing Date (as defined in Section 1.6)Closing, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the "Certificate of Merger") 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, Delaware Law and in such form as approved by Acquiror prior to such filing (the date and time of the filing of the Certificate of Merger such filings, or the such later date and time specified therein as may be set forth therein, being the "Effective Time").
Appears in 1 contract
Samples: Agreement and Plan of Merger (Barnesandnoble Com Inc)
Effective Time. As promptly as practicable on Simultaneous with the Closing Date (as defined in Section 1.6)Closing, the parties hereto shall cause the Merger to be consummated by filing all necessary documentation, including a certificate of merger (the "Certificate of Merger") , 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, of the Delaware Law and in such form as approved by Acquiror prior to such filing GCL (the time of the filing of such filing, or such later date as may be set forth in the Certificate of Merger or the time specified therein Merger, being the "Effective Time").
Appears in 1 contract
Effective Time. As promptly as practicable on At and after the Closing Date (as defined in Section 1.6)time of the Closing, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the "'Certificate of Merger"') 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, Delaware Law and in such form as approved by Acquiror prior to such filing of the DGCL (the date and time of the filing of the Certificate of Merger such filing, or the such later date and time specified therein as may be set forth therein, being the "'Effective Time"').
Appears in 1 contract
Effective Time. As promptly as practicable on On the Closing Date (as defined Date, subject to the terms and conditions set forth in Section 1.6)this Agreement, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware, as required by, Delaware a certificate of merger (the “Certificate of Merger”) in form and substance mutually agreeable to Parent and the Company and executed in accordance with the relevant provisions of, Delaware Law and in such form as approved by Acquiror prior to such filing of the DGCL (the date and time of the filing of such filing, or such later date and time as may be specified in the Certificate of Merger or by mutual agreement of Parent and the time specified therein Company, being the "“Effective Time"”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Apex Bioventures Acquisition Corp)
Effective Time. As promptly as practicable on At the Closing Date (as defined in Section 1.6)Closing, the parties hereto shall cause the Merger to be consummated by filing file a certificate of merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware, in such form as is required by, by and executed in accordance with the relevant provisions of, Delaware Law and in such form as approved by Acquiror prior to such filing (the time of the filing of DGCL. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Secretary of State of Delaware or at such subsequent time as Purchaser and Company shall agree and as shall be specified in the Certificate of Merger (the date and time specified therein the Merger becomes effective being the "Effective Time").
Appears in 1 contract
Samples: Agreement and Plan of Merger (Rightchoice Managed Care Inc /De)
Effective Time. As promptly as practicable on On the Closing Date (as defined in Section 1.6)Date, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the "“Certificate of Merger"”) with the Secretary of State of the State of Delaware, in substantially the form attached hereto as required byExhibit A, and executed in accordance with the relevant provisions ofof the DGCL (the date and time of such filing, Delaware Law or if another date and time is specified in such form as approved by Acquiror prior to filing, such filing (the time of the filing of the Certificate of Merger or the time specified therein date and time, being the "“Effective Time"”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Tessera Technologies Inc)
Effective Time. As promptly as practicable on At the Closing Date (as defined in Section 1.6)Closing, the parties hereto shall cause the Merger to be consummated by executing and filing a certificate of merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware, Delaware as required by, and executed in accordance with the relevant provisions of, Delaware Law and in such form as approved by Acquiror prior to such filing the DGCL (the “Certificate of Merger”), the time of acceptance by the Secretary of State of Delaware of such filing of or such later time as may be agreed to by the parties and set forth in the Certificate of Merger or being referred to in this Agreement as the time specified therein being the "“Effective Time")”.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Angiotech Pharmaceuticals Inc)
Effective Time. As promptly as practicable Subject to the terms and conditions hereof, on the Closing Date (as defined in Section 1.6)Date, the parties hereto shall cause the a Certificate of Merger to be consummated by filing a certificate of merger (the "Certificate of Merger") in a form reasonably satisfactory to NCE and AMRI, to be filed with the Delaware Secretary of State of the State of Delaware, as required by, and executed in accordance with the relevant provisions of, Delaware Law and in such form as approved by Acquiror prior to such filing (the time of the filing of DGCL. The Merger shall be effective at such time as the Certificate of Merger or shall have been duly filed with the time specified therein being Delaware Secretary of State (the "Effective Time").
Appears in 1 contract
Samples: Agreement and Plan of Merger (Albany Molecular Research Inc)
Effective Time. As promptly as practicable on At the Closing Date (as defined in Section 1.6)Closing, the parties hereto shall cause the Merger to be consummated by executing and filing a certificate of merger in the form attached hereto as Exhibit C (the "“Certificate of Merger") ”), with the Secretary of State of the State of Delaware, Delaware as required by, and executed in accordance with the relevant provisions of, the DGCL. The time of acceptance by the Secretary of State of the State of Delaware Law and in such form as approved by Acquiror prior to of such filing (or such later time as may be agreed to by the time of the filing of parties set forth in the Certificate of Merger or is referred to in this Agreement as the time specified therein being the "“Effective Time").”
Appears in 1 contract
Samples: Agreement and Plan of Merger (Central Garden & Pet Co)
Effective Time. As promptly as practicable on Concurrently with the Closing Date (as defined in Section 1.6)Closing, the parties Merger Parties hereto shall cause the Certificate of Merger to be consummated by filing a certificate of merger (the "Certificate of Merger") filed with the Secretary of State of the State of Delaware, as required by, and executed Delaware in accordance with the relevant provisions ofDGCL. The time the Merger becomes effective in accordance with applicable law, Delaware Law which shall be the date and in such form as approved by Acquiror prior to such filing (the time of the filing of at which the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such other date and time as is agreed between the time Merger Parties and specified therein being in the Certificate of Merger, is referred to herein as the "Effective Time.").
Appears in 1 contract
Samples: Agreement and Plan of Merger (Mantech International Corp)
Effective Time. As promptly as practicable on On the Closing Date (as defined in Section 1.6)Date, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the "Certificate of Merger") Merger with the Secretary Secretaries of State of the State States of DelawareDelaware and Louisiana, in such form as is required by, and executed in accordance with the relevant provisions of, Delaware Law the DGCL and in such form as approved by Acquiror prior to such filing the LBCL (the date and time of the completion of such filing of or such later date and time as may be specified in the Certificate of Merger or as the effective time specified therein of the Merger being the "Effective Time").
Appears in 1 contract
Samples: Agreement and Plan of Merger And (Denbury Resources Inc)
Effective Time. As promptly as practicable In order to effectuate the Merger, on the Closing Date (as defined in Section 1.61.7), the parties hereto Company shall cause the Merger to be consummated by filing a certificate of merger (the "Certificate of Merger") to be filed 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, Delaware Law and in such form DGCL. The Merger shall be effective as approved by Acquiror prior to such filing (of the time of the filing of the Certificate of Merger or the time specified therein being (the "Effective Time").
Appears in 1 contract
Samples: Merger Agreement (New England Business Service Inc)
Effective Time. As promptly as practicable on On the Closing Date (as defined date of the closing of the -------------- Merger referred to in Section 1.6)3.1 hereof, the parties hereto shall cause the a Certificate of Merger to be consummated by filing a certificate of merger (the "Certificate of Merger") 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, Delaware Law and in such form as approved by Acquiror prior to such filing (of the DGCL shall be filed with the Secretary of State of Delaware. The Merger shall become effective at the time of the filing of the Certificate of Merger or the time specified therein being (the "Effective Time")) of such filing or at such later time as the parties hereto shall have provided in such certificate.
Appears in 1 contract
Samples: Stockholders Allocation Agreement (Coda Energy Inc)
Effective Time. As promptly as practicable on On the Closing Date (as defined in Section 1.6)Date, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the "Certificate of Merger") as contemplated by Section 251 of the DGCL, together with any required related certificates, with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with the relevant provisions of, Delaware Law and in such form as approved by Acquiror prior to such filing (the time of the such filing of the Certificate of Merger or the time specified therein being the "Effective Time").
Appears in 1 contract
Samples: Agreement and Plan of Merger (Copley Pharmaceutical Inc)
Effective Time. As promptly as practicable on On the Closing Date (as defined in Section 1.61.10), the parties hereto shall cause the Merger to be consummated by filing a duly executed and delivered certificate of merger as required by the DGCL (the "“Certificate of Merger"”) with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with the relevant provisions of, Delaware Law and in such form as approved by Acquiror prior to such filing the DGCL (the time of the such filing of the Certificate of Merger or the time specified therein being the "“Effective Time"”).
Appears in 1 contract
Effective Time. As promptly as practicable on On the Closing Date (as defined date of the closing of the Merger referred to in Section 1.6)3.1 hereof, the parties hereto shall cause the a Certificate of Merger to be consummated by filing a certificate of merger (the "Certificate of Merger") 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, Delaware Law and in such form as approved by Acquiror prior to such filing (of the DGCL shall be filed with the Secretary of State of Delaware. The Merger shall become effective at the time of the filing of the Certificate of Merger or the time specified therein being (the "Effective Time")) of such filing or at such later time as the parties hereto shall have provided in such certificate.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Belco Oil & Gas Corp)
Effective Time. As promptly as practicable Parent, Merger Sub and the Company shall cause a certificate of merger to be executed and filed on the Closing Date (or on such other date as defined Parent and the Company may agree) with the Secretary of State of Delaware as provided in Section 1.6), the parties hereto DGCL. The Merger shall cause become effective on the Merger to be consummated by filing a date on which such certificate of merger (the "Certificate of Merger") is duly filed with the Secretary of State of the State of Delaware, Delaware or such other time as required by, is agreed upon by the parties and executed in accordance with the relevant provisions of, Delaware Law and specified in such form as approved by Acquiror prior to such filing (the time certificate of the filing of the Certificate of Merger or the time specified therein being the "Effective Time")merger.
Appears in 1 contract
Samples: Agreement and Plan of Merger (J Net Enterprises Inc)
Effective Time. As promptly as practicable Subject to the terms and conditions set forth in this Agreement, on the Closing Date (or such other date as defined in Section 1.6the parties may agree), the parties hereto shall will cause the Merger to be consummated by filing a certificate of merger in the form of Exhibit A (the "“Certificate of Merger"”) to be executed and filed with the Secretary of State of the State of Delaware, as required by, and executed in accordance with at which time the relevant provisions of, Delaware Law and in such form as approved by Acquiror prior to such filing Merger will become effective (the time of when the filing of Merger becomes effective, the Certificate of Merger or the time specified therein being the "“Effective Time"”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (AvidXchange Holdings, Inc.)
Effective Time. As promptly as practicable on On the Closing Date (as defined in Section 1.6)date of the Closing, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger as contemplated by the DGCL (the "Certificate of Merger") ), together with any required related certificates, with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with the relevant provisions of, Delaware Law and in such form as approved by Acquiror prior to such filing the DGCL (the time of the such filing of the Certificate of Merger or the time specified therein being the "Effective Time").
Appears in 1 contract
Samples: Agreement and Plan of Merger (HCH Acquisition Corp)
Effective Time. As promptly as practicable on On the Closing Date (as defined in Section 1.6)Date, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the "“Certificate of Merger"”) with the Secretary of State of the State of Delaware, Delaware in such form as required by, by and executed in accordance with the relevant provisions ofof the DGCL (the date and time of such filing, Delaware Law or such later date and time as may be specified in such form as approved filing by Acquiror prior to such filing (mutual agreement of Buyer, Merger Sub and the time of the filing of the Certificate of Merger or the time specified therein Company, being the "“Effective Time"”).
Appears in 1 contract
Effective Time. As promptly soon as practicable on after the Closing Date (as defined in Section 1.6)Closing, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the "“Certificate of Merger"”) with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with the relevant provisions of, Delaware Law the DGCL (the date and time of such filing, or if another date and time is specified in such form as approved by Acquiror prior to filing, such filing (the time of the filing of the Certificate of Merger or the time specified therein date and time, being the "“Effective Time"”).
Appears in 1 contract
Effective Time. As promptly as practicable on On the Closing Date (as defined in Section 1.6)Date, the parties hereto Acquiror Parties, the Merger Subsidiary, and the Company shall cause the Merger to be consummated by executing and filing a certificate of merger in the form attached as Exhibit D hereto (the "Certificate of Merger") with the Secretary of State of the State of Delaware, . The Merger shall become effective as required by, and executed provided in accordance with the relevant provisions of, Delaware Law and in such form as approved by Acquiror prior to such filing (the time of the filing of the Certificate of Merger upon or after filing with the time specified therein being Secretary of State of the State of Delaware (the "Effective Time").
Appears in 1 contract
Effective Time. As promptly as practicable on At the Closing Date (as defined in Section 1.6)time of the Closing, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the "Certificate of Merger") 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, Delaware Law and in such form as approved by Acquiror prior to such filing the Business Corporation Act (the date and time of such filing, or such later time as may be agreed to by the filing parties hereto and specified in the Certificates of the Certificate of Merger or the time specified therein Merger, being the "Effective Time").
Appears in 1 contract
Samples: Agreement and Plan of Merger (Hollywood Entertainment Corp)
Effective Time. As promptly as practicable Immediately following the Closing on the Closing Date (as defined in Section 1.6)Date, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger with respect to the Merger (the "“Certificate of Merger"”) with the Secretary of State of the State of Delaware, Delaware in such form as required by, and executed and acknowledged in accordance with with, the relevant applicable provisions of, Delaware Law of the DGCL. The term “Effective Time” shall be the date and in such form as approved by Acquiror prior to such filing (the time of when the filing of the Certificate of Merger becomes effective or at such other date and time as may be set forth in the time specified therein being the "Effective Time")Certificate of Merger.
Appears in 1 contract
Samples: Agreement and Plan of Merger (First California Financial Group, Inc.)
Effective Time. As promptly soon as practicable on the Closing Date (as defined in Section 1.6)Date, the parties hereto shall will cause the a Certificate of Merger 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, Delaware as required by, and executed provided in accordance with Section 251 of the relevant provisions of, Delaware Law and in such form as approved by Acquiror prior to such filing (DGCL. The Merger shall become effective at the time of the filing of when the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by the time parties in writing and specified therein being in the Certificate of Merger (the "Effective Time").
Appears in 1 contract
Effective Time. As promptly as practicable on At the Closing Date (as defined in Section 1.6)time of the Closing, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the "Certificate of MergerCERTIFICATE OF MERGER") 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 Delaware General Corporation Law and in such form as approved by Acquiror prior to such filing (the date and time of such filing, or such later time as may be agreed by the filing of parties hereto and specified in the Certificate of Merger or the time specified therein Merger, being the "Effective TimeEFFECTIVE TIME").
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (World Access Inc)
Effective Time. As On or as promptly as practicable on after the -------------- Closing Date (as defined in Section 1.6)Date, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the "Certificate of Merger") Merger with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with the relevant provisions of, Delaware Law and in such form as approved by Acquiror prior to such filing the DGCL (the time of the such filing of the Certificate of Merger or the time specified therein being the "Effective --------- Time").. ----
Appears in 1 contract
Samples: Agreement and Plan of Merger (Beringer Wine Estates Holdings Inc)
Effective Time. As promptly as practicable on the Closing Date (as defined in Section 1.6), the The parties hereto to this Agreement shall cause the Merger to be consummated by filing a certificate of merger (the "“Certificate of Merger"”) on the Closing Date (or on such other date as Parent and the Company may agree in writing) with the Secretary of State of the State of Delaware in accordance 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 required by, and executed is specified in accordance with the relevant provisions of, Delaware Law and in such form as approved by Acquiror prior to such filing (the time of the filing of the Certificate of Merger or and as is agreed to by Parent and the time specified therein Company in writing, being the "“Effective Time"”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cooper Tire & Rubber Co)
Effective Time. As promptly as practicable on On the Closing Date (as defined in Section 1.6)Date, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger in the form attached hereto as EXHIBIT 1.2 (the "Certificate of MergerCERTIFICATE OF MERGER") with the Secretary of State of the State of Delaware, as Delaware required by, and executed in accordance with the relevant provisions of, Delaware Law (the date and in such form as approved by Acquiror prior to time of such filing (the time of the filing of the Certificate of Merger or the time specified therein being the "Effective TimeEFFECTIVE TIME")) and shall make all other filings and recordings required under Delaware Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Alpine Group Inc /De/)
Effective Time. As promptly as practicable on At the Closing Date (as defined in Section 1.6)Closing, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware, as Delaware and by making any related filings required by, and executed under the DGCL in accordance connection with the relevant provisions of, Delaware Law and in Merger. The Merger shall become effective at such form time as approved by Acquiror prior to such filing (the time certificate of merger is duly filed with the Secretary of State of the filing State of Delaware or at such later time as is agreed to by the Certificate parties hereto and as is specified in the certificate of Merger or the time specified therein being merger (the "Effective Time").
Appears in 1 contract
Effective Time. As promptly as practicable on On the Closing Date (as defined in Section 1.6)date of the Closing, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger as contemplated by the DGCL (the "Certificate of MergerCERTIFICATE OF MERGER") ), together with any required related certificates, with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with the relevant provisions of, Delaware Law and in such form as approved by Acquiror prior to such filing the DGCL (the time of the such filing of the Certificate of Merger or the time specified therein being the "Effective TimeEFFECTIVE TIME").
Appears in 1 contract
Samples: Agreement and Plan of Merger (JRC Acquisition Corp)
Effective Time. As promptly as practicable on On the Closing Date (as defined in Section 1.6)Date, the parties hereto Parties shall cause the Merger to be consummated by the execution, acknowledgement and filing a certificate of merger (the "Certificate of Merger") with the Secretary of State of the State of DelawareDelaware of a certificate of merger in the form required by Section 251 of the DGCL (the “Certificate of Merger”), as required by, and executed in accordance with the relevant provisions of, Delaware Law and in such form as approved by Acquiror prior to such filing (the time of Merger becoming effective immediately upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware or such other subsequent date and time as Purchaser and Parent agree and specify in the time specified therein being Certificate of Merger in accordance with the "DGCL (the “Effective Time"”).
Appears in 1 contract
Samples: Business Combination Agreement (Aetherium Acquisition Corp)
Effective Time. As promptly as practicable on On the Closing Date (Date, or on such other date as defined the parties hereto agree in Section 1.6)writing, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the "“Certificate of Merger"”) with the office of the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with the relevant provisions of, Delaware Law the DGCL (the date and time of such filing, or if another date and time is specified in such form as approved by Acquiror prior to filing, such filing (the time of the filing of the Certificate of Merger or the time specified therein date and time, being the "“Effective Time"”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Knova Software, Inc.)
Effective Time. As promptly as practicable on of the Closing Date (as defined in Section 1.6)Closing, the parties hereto shall Parties will cause the Merger to be consummated by filing a certificate of merger (the "“Certificate of Merger"”) to be executed and filed with the Secretary of State of the State of Delaware, as required by, and executed in accordance with the relevant provisions of, Delaware Law and in such form as approved by Acquiror prior to such filing (the “DE SOS”) as provided in the DGCL. The Merger shall become effective on the date and time of (referred to as the filing of “Effective Time”) at which the Certificate of Merger is duly filed with the DE SOS, or at such other date and time as is agreed among the time Parties and specified therein being in the "Effective Time")Certificate of Merger.
Appears in 1 contract
Samples: Agreement and Plan of Merger (First Mid Illinois Bancshares Inc)
Effective Time. As promptly as practicable on At the Closing Date (as defined in Section 1.6)Closing, the parties hereto shall cause the Merger to be consummated by filing file a certificate of merger (the "“Certificate of Merger"”) in such form as is required by and executed in accordance with the relevant provisions of the DGCL. The Merger shall become effective at such time the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, or at such subsequent time as required by, Purchaser and executed Company shall agree and as shall be specified in accordance with the relevant provisions of, Delaware Law and in such form as approved by Acquiror prior to such filing (the time of the filing of the Certificate of Merger or (the date and time specified therein the Merger becomes effective being the "“Effective Time"”).
Appears in 1 contract
Effective Time. As promptly as practicable on At the Closing Date (as defined in Section 1.6), the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the "Certificate of Merger") 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, Delaware Law of the DGCL and in such form as approved by the Company and Acquiror prior to such filing (the date and time of the filing of the Certificate of Merger or the such subsequent date or time specified therein being the "Effective Time").
Appears in 1 contract
Effective Time. As promptly as practicable on the Closing Date (as defined in Section 1.6), the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the "“Delaware Certificate of Merger"”) with the Secretary of State of the State of Delaware, as required by, and executed in accordance with the relevant provisions of, Delaware Law and Law, such certificate to be in such form as approved by Acquiror MRI prior to such filing (the time of the filing of both the Delaware Certificate of Merger or the time specified therein being the "Effective Time"”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Mobile Reach International Inc)
Effective Time. As promptly as practicable on Subject to the Closing Date (as defined in Section 1.6)provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a an appropriate certificate of merger (the "Certificate of Merger") 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 ofof the DGCL, Delaware Law and as soon as practicable on or after the Closing Date (as defined in such form as approved by Acquiror prior to Section 1.3 below). The Merger shall become effective upon such filing (the or at such time of the filing of thereafter as is provided in the Certificate of Merger or the time specified therein being (the "Effective Time").
Appears in 1 contract
Effective Time. As promptly as practicable on On the Closing Date (as defined in Section 1.6)Date, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the "Certificate of Merger") Merger with the Secretary of State of the State of Delaware, in such form as is required by, and executed in accordance with the relevant provisions of, Delaware Law and in such form as approved by Acquiror prior to such filing the DGCL (the date and time of the completion of such filing of or such later date and time as may be specified in the Certificate of Merger or as the effective time specified therein of the Merger being the "Effective Time").
Appears in 1 contract
Samples: Agreement and Plan of Merger And (MSR Exploration LTD)
Effective Time. As promptly as practicable on On the Closing Date (Date, or on such other date as defined in Section 1.6)may be mutually agreed by the parties, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the "“Certificate of Merger"”) with the Office of the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with the relevant provisions of, Delaware Law the DGCL (the date and time of such filing, or if another date and time is specified in such form as approved by Acquiror prior to filing, such filing (the time of the filing of the Certificate of Merger or the time specified therein date and time, being the "“Effective Time"”).
Appears in 1 contract
Effective Time. As promptly as practicable on At the Closing Date (as defined in Section 1.6)Closing, the parties hereto shall cause the Merger to be consummated by filing file a certificate of merger (the "Certificate of Merger") in such form as is required by and executed in accordance with the relevant provisions of the DGCL. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, or at such subsequent time as required by, Purchaser and executed Company shall agree and as shall be specified in accordance with the relevant provisions of, Delaware Law and in such form as approved by Acquiror prior to such filing (the time of the filing of the Certificate of Merger or (the date and time specified therein the Merger becomes effective being the "Effective Time").Time").
Appears in 1 contract
Samples: Agreement and Plan of Merger
Effective Time. As promptly as practicable on At the Closing Date (as defined in Section 1.6)Closing, subject to the terms and conditions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the "“Certificate of Merger"”) with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with the relevant provisions of, Delaware Law and in such form as approved by Acquiror prior to such filing the DGCL (the date and time of such filing, or at such later date and time as Parent and the filing of Company shall agree and specify in the Certificate of Merger or the time Merger, such specified therein date and time, being the "“Effective Time"”).
Appears in 1 contract
Effective Time. As promptly as practicable on At the Closing Date (as defined in Section 1.6)Closing, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with the relevant provisions of, Delaware Law and in such form as approved by the Company and Acquiror prior to such filing (the date and time of the filing of the Certificate of Merger or the time specified therein being the "Effective Time"). Section 1.3.
Appears in 1 contract
Samples: 1 Agreement and Plan of Merger (Price Communications Wireless Inc)
