Effective Time. As soon as practicable after the -------------- satisfaction or, if permissible, waiver of the conditions set forth in Article VII, the parties hereto shall file a certificate of merger or certificate of ownership and merger with the Secretary of State of the State of Delaware, and take all such other and further actions as may be required by law to make the Merger effective. The Merger shall become effective at such time as the certificate of merger or certificate of ownership and merger is duly filed with the Secretary of State of the State of Delaware (the "Effective Time").
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Marmon Holdings Inc), Agreement and Plan of Merger (Pritzker Family Philanthropic Fund), Agreement and Plan of Merger (Tie Acquisition Co)
Effective Time. As soon as practicable On the Closing Date, immediately after the -------------- satisfaction or, if permissible, waiver of the conditions set forth in Article VIIClosing, the parties hereto shall file cause the Merger to be consummated by filing a certificate of merger or certificate (the “Certificate of ownership and merger Merger”) with the Secretary of State of the State of Delaware, Delaware and take make all such other and further actions as may be filings or recordings required by law to make under the Merger effectiveDGCL in connection with the Merger. The Merger shall become effective at such time as the certificate Certificate of merger or certificate of ownership and merger Merger is duly filed with the Secretary of State of the State of Delaware Delaware, or at such later time as Parent and Company shall agree and shall specify in the Certificate of Merger (the "time the Merger becomes effective being the “Effective Time"”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (PeopleSupport, Inc.), Agreement and Plan of Merger (Francisco Partners II LP), Agreement and Plan of Merger (Quadramed Corp)
Effective Time. As soon Contemporaneously with or as promptly as practicable after the -------------- satisfaction orClosing, if permissible, waiver of Parent and the conditions set forth in Article VII, the parties hereto Company shall file a certificate of merger or certificate of ownership and merger with the Secretary of State of the State of Delaware, and take all such other and further actions as may cause to be required by law to make the Merger effective. The Merger shall become effective at such time as the certificate of merger or certificate of ownership and merger is duly filed with the Secretary of State of the State of Delaware a properly executed certificate of merger conforming to the requirements of the DGCL and in the form attached hereto as Exhibit A, executed in accordance with the relevant provisions of the DGCL (the "“Certificate of Merger”). The Merger shall become effective when the Certificate of Merger is accepted for recording by the Secretary of State of the State of Delaware (the “Effective Time"”).
Appears in 3 contracts
Samples: Development and Option Agreement (Viropharma Inc), Agreement and Plan of Merger (Blackboard Inc), Agreement and Plan of Merger (Middleby Corp)
Effective Time. As soon as practicable after Upon the -------------- satisfaction or, if permissible, waiver of terms and subject to the conditions set forth in Article VIIthis Agreement, at the Closing, the parties hereto shall file a certificate of merger or certificate of ownership and merger with the Secretary of State of the State of Delaware, executed in accordance with the relevant provisions of the DGCL, and take make all such other and further actions as may be filings or recordings required by law to make the Merger effectiveDGCL in connection with the Merger. The Merger shall become effective at such time as the certificate of merger or certificate of ownership and merger is duly filed with the Secretary of State of the State of Delaware (or at such other time as is specified in the "certificate of merger. The time the Merger becomes effective is referred to as the “Effective Time")”.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Paramount Gold Nevada Corp.), Agreement and Plan of Merger (Paramount Gold & Silver Corp.), Agreement and Plan of Merger (Coeur Mining, Inc.)
Effective Time. As soon as practicable On the Closing Date, immediately after the -------------- satisfaction or, if permissible, waiver of the conditions set forth in Article VIIClosing, the parties hereto shall file cause the Merger to be consummated by executing and filing a certificate of merger or certificate (the “Certificate of ownership and merger Merger”) with the Secretary of State of the State of Delaware, Delaware and take make all such other and further actions as may be filings or recordings required by law to make under the Merger effectiveDGCL in connection with the Merger. The Merger shall become effective at such time as the certificate Certificate of merger or certificate of ownership and merger Merger is duly filed with the Secretary of State of the State of Delaware Delaware, or at such later time as the parties shall agree and as shall be set forth in the Certificate of Merger (such time as the "Merger becomes effective, the “Effective Time"”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Triquint Semiconductor Inc), Agreement and Plan of Merger (Wj Communications Inc), Agreement and Plan of Merger (Osi Restaurant Partners, Inc.)
Effective Time. As soon as practicable after At the -------------- satisfaction orClosing, if permissibleParent, waiver of Merger Sub and the conditions set forth in Article VII, the parties hereto Company shall file cause a certificate of merger or certificate (the “Certificate of ownership Merger”) to be duly executed and merger filed, in accordance with the Secretary of State of the State of DelawareDGCL, and take all such other and further actions as may be required by law to make the Merger effective. The Merger shall become effective at such time as the certificate of merger or certificate of ownership and merger is duly filed with the Secretary of State of the State of Delaware and shall make all other filings or recordings required in connection with the Merger. The Merger shall become effective at the time such Certificate of Merger shall have been duly filed with, and accepted by, the Secretary of State of the State of Delaware or such later date and time as is agreed upon by the Parties and specified in the Certificate of Merger (such date and time hereinafter referred to as the "“Effective Time"”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Sevcon, Inc.), Agreement and Plan of Merger (Borgwarner Inc), Agreement and Plan of Merger (Remy International, Inc.)
Effective Time. As soon as practicable after following the -------------- satisfaction or, if permissible, waiver of the conditions set forth in Article VIIClosing, the parties hereto shall (i) file a certificate of merger or certificate (the "Delaware Certificate of ownership Merger") in such form as is required by and merger executed in accordance with the Secretary of State relevant provisions of the State of Delaware, DGCL and take (ii) make all such other and further actions as may be filings or recordings required by law to make under the Merger effectiveDGCL. The Merger shall become effective at such time as the certificate Delaware Certificate of merger or certificate of ownership and merger Merger is duly filed with the Delaware Secretary of State or at such subsequent time as WorldCom and MCI shall agree and be specified in the Delaware Certificate of Merger (the State of Delaware (date and time the Merger becomes effective being the "Effective Time").
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Mci Communications Corp), Agreement and Plan of Merger (Worldcom Inc /Ga/), Agreement and Plan of Merger (Mci Communications Corp)
Effective Time. As soon as practicable after Subject to the -------------- satisfaction or, if permissible, waiver of the terms and conditions set forth in Article VIIthis Agreement, in connection with the Closing, the parties hereto Company, Merger Sub and Buyer shall file cause a certificate of merger or certificate (the “Certificate of ownership Merger”) to be executed and merger with the Secretary of State of the State of Delaware, and take all such other and further actions as may be required by law to make the Merger effective. The Merger shall become effective at such time as the certificate of merger or certificate of ownership and merger is duly filed with the Secretary of State of the State of Delaware in accordance with applicable provisions of the DGCL and shall make all other filings or recordings as required under the DGCL. The Merger shall become effective at the time that the filing of the Certificate of Merger is accepted by the Secretary of State of the State of Delaware or at such later date and time as specified in the Certificate of Merger (the "time the Merger becomes effective being referred to herein as the “Effective Time"”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (LiveXLive Media, Inc.), Agreement and Plan of Merger (Snap Interactive, Inc), Agreement and Plan of Merger (LiveXLive Media, Inc.)
Effective Time. As soon as practicable after on the -------------- satisfaction or, if permissible, waiver of the conditions set forth in Article VIIClosing Date, the parties hereto shall file a certificate of merger or certificate (the “Certificate of ownership and merger Merger”) with the Secretary of State of the State of Delaware, in such form as is required by, and take executed in accordance with, the relevant provisions of the DGCL and the parties shall make all such other and further actions as may be filings or recordings required by law to make under the Merger effectiveDGCL. The Merger shall become effective at such time as the certificate Certificate of merger or certificate of ownership and merger Merger is duly filed with the Secretary of State of the State of Delaware Delaware, or at such other time as Parent and the Company shall agree and shall specify in the Certificate of Merger (the "time the Merger becomes effective being the “Effective Time"”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Medical Nutrition Usa Inc), Agreement and Plan of Merger (Nokia Corp), Agreement and Plan of Merger (Navteq Corp)
Effective Time. As soon as practicable after Before the -------------- satisfaction or, if permissible, waiver of the conditions set forth in Article VIIClosing, the parties hereto Company shall prepare, and on the Closing Date the Company shall file a certificate of merger or certificate of ownership and merger 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 take shall make all such other and further actions as may be filings or recordings required by law to make under the Merger effectiveDGCL. The Merger shall become effective at such time as the certificate Certificate of merger or certificate of ownership and merger Merger is duly filed with the such Secretary of State State, or at such other time as Parent and the Company shall agree and specify in the Certificate of the State of Delaware Merger (the "time the Merger becomes effective being the “Effective Time"”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Anixter International Inc), Agreement and Plan of Merger (Anixter International Inc), Agreement and Plan of Merger (Anixter International Inc)
Effective Time. As Subject to the provisions of this Agreement, as soon as practicable after on the -------------- satisfaction or, if permissible, waiver of the conditions set forth in Article VII, Closing Date the parties hereto shall file a certificate of merger or certificate of ownership and merger with the Secretary of State of the State of Delaware, and take all such other and further actions as may be required by law to make the Merger effective. The Merger shall become effective at such time as the certificate of merger or certificate of ownership and merger is duly filed with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL (the "“Certificate of Merger”) and shall make all other filings or recordings required under the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time"”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Aeroways, LLC), Agreement and Plan of Merger (Cke Restaurants Inc), Agreement and Plan of Merger (Cke Restaurants Inc)
Effective Time. As soon as practicable after Concurrently with the -------------- satisfaction or, if permissible, waiver of the conditions set forth in Article VIIClosing, the parties hereto shall file a with the Delaware Secretary the certificate of merger or certificate relating to the Merger (the “Certificate of ownership and merger Merger”), executed in accordance with the Secretary of State relevant provisions of the State of Delaware, and take all such other and further actions as may be required by law to make the Merger effectiveDGCL. The Merger shall become effective at such the time as that the certificate Certificate of merger or certificate of ownership and merger is Merger have been duly filed with the Secretary Delaware Secretary, or at such later time as the Company and Parent shall agree and specify in the Certificate of State of the State of Delaware Merger (the "time the Merger becomes effective being the “Effective Time"”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Open Text Corp), Agreement and Plan of Merger (Carbonite Inc)
Effective Time. As soon as practicable after on the -------------- satisfaction orClosing Date, if permissible, waiver the Company shall file with the Secretary of State of the conditions set forth in Article VII, the parties hereto shall file State of Delaware a certificate of merger (the “Certificate of Merger”) executed by the Company in accordance with the relevant provisions of the DGCL and, as soon as practicable on or certificate after the Closing Date, the parties shall make all other filings or recordings required under the DGCL. The Merger shall become effective upon the filing of ownership and merger the Certificate of Merger with the Secretary of State of the State of Delaware, or at such later time as Parent and take all such other the Company shall agree and further actions as may be required by law to make shall specify in the Certificate of Merger (the time the Merger effective. The Merger shall become becomes effective at such time as being the certificate of merger or certificate of ownership and merger is duly filed with the Secretary of State of the State of Delaware (the "“Effective Time"”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Unilever N V), Agreement and Plan of Merger (Alberto-Culver CO)
Effective Time. As soon as practicable after On the -------------- satisfaction orClosing Date, if permissible, waiver of Merger Sub and the conditions set forth in Article VII, the parties hereto Company shall file a certificate of merger or certificate of ownership and merger with the Secretary of State of the State of DelawareDelaware a certificate of merger relating to the Merger (the “Certificate of Merger”) executed in accordance with the relevant provisions of the DGCL, and take the Parties shall make all such other and further actions as may be filings or recordings required by law to make under the Merger effectiveDGCL in connection with the Merger. The Merger shall become effective at such the time as when the certificate Certificate of merger or certificate of ownership and merger is Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as is permissible under the DGCL and as may be agreed by the Parties in writing and specified in the Certificate of Merger (the "“Effective Time"”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (NantKwest, Inc.), Agreement and Plan of Merger (Cambridge Equities, LP)
Effective Time. As soon as practicable after Subject to the -------------- satisfaction orprovisions of this Agreement, if permissible, waiver of at the conditions set forth in Article VIIClosing, the parties hereto shall file cause the Merger to be consummated by filing a certificate of merger or certificate of ownership and merger in accordance with the Secretary DGCL (the “Certificate of State of Merger “) and shall make all other filings or recordings required under the State of Delaware, and take all such other and further actions as may be required by law DGCL to make effectuate the Merger effectiveMerger. The Merger shall become effective at such date and time as the certificate parties shall agree and specify in the Certificate of merger or certificate of ownership and merger is duly Merger (the time the Merger becomes effective being hereinafter referred to as the “Effective Time”) filed by the parties with the Office of the Delaware Secretary of State of the State of Delaware (the "Effective Time")State.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Partners Trust Financial Group Inc), Agreement and Plan of Merger (Partners Trust Financial Group Inc)
Effective Time. As soon as practicable after On the -------------- satisfaction or, if permissible, waiver of the conditions set forth in Article VIIClosing Date, the parties hereto Company shall file a certificate of merger or certificate of ownership and merger with the Secretary of State of the State of DelawareDelaware a certificate of merger (the “Certificate of Merger”), executed in accordance with, and take all containing such information as is required by, the relevant provisions of the DGCL in order to effect the Merger, and make any other and further actions filings or recordings as may be required by Delaware law to make in connection with the Merger effectiveMerger. The Merger shall become effective at such time as the certificate Certificate of merger or certificate of ownership and merger is duly Xxxxxx has been filed with the Secretary of State of the State of Delaware or at such other, later date and time as is agreed between the parties and specified in the Certificate of Merger in accordance with the relevant provisions of the DGCL (such date and time is hereinafter referred to as the "“Effective Time"”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Schlumberger Limited/Nv), Agreement and Plan of Merger (ChampionX Corp)
Effective Time. As soon as practicable after On the -------------- satisfaction or, if permissible, waiver of the conditions set forth in Article VIIClosing Date, the parties hereto Company and Merger Sub shall file a certificate of merger or certificate of ownership and merger with the Secretary of State of the State of DelawareDelaware a certificate of merger or other appropriate documents (in any such case, the “Certificate of Merger”) duly executed in accordance with the relevant provisions of the DGCL and take shall make all such other and further actions as may be filings or recordings required by law to make under the Merger effectiveDGCL. The Merger shall become effective at such time as the certificate Certificate of merger or certificate of ownership and merger Merger is duly filed with the such Secretary of State State, or at such other time as Parent and the Company shall agree and specify in the Certificate of the State of Delaware Merger (the "time the Merger becomes effective being the “Effective Time"”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (SXC Health Solutions Corp.), Agreement and Plan of Merger (Catalyst Health Solutions, Inc.)
Effective Time. As soon as practicable after following, and on the -------------- satisfaction or, if permissible, waiver of the conditions set forth in Article VIIdate of, the parties hereto Closing, the Company and Parent shall file cause a certificate Certificate of merger or certificate Merger (the “Delaware Certificate of ownership Merger”) to be executed, acknowledged and merger filed with the Secretary of State of the State of Delaware, and take all such other and further actions Delaware as may be required by law to make provided in Section 251 of the Merger effectiveDGCL. The Merger shall become effective at such the time as when the certificate Delaware Certificate of merger or certificate of ownership and merger is 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 parties in writing and specified in the Delaware Certificate of Merger (the "time the Merger becomes effective, the “Effective Time"”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (CONMED Corp), Agreement and Plan of Merger (CONMED Corp)
Effective Time. As soon as practicable after Subject to the -------------- satisfaction or, if permissible, waiver provisions of the conditions set forth in Article VIIthis Agreement, the parties hereto 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, as soon as practicable on or certificate after the Closing Date, shall make all other filings or recordings required under the DGCL. The Merger shall become effective upon the filing of ownership and merger the Certificate of Merger with the Secretary of State of the State of Delaware, or at such later time as Parent and take all such other SMB shall agree and further actions as may be required by law to make shall specify in the Certificate of Merger (the time the Merger effective. The Merger shall become becomes effective at such time as the certificate of merger or certificate of ownership and merger is duly filed with the Secretary of State of the State of Delaware (being the "Effective Time").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Workstream Inc), Agreement and Plan of Merger (Workstream Inc)
Effective Time. As soon as practicable after on the -------------- satisfaction orClosing Date, if permissible, waiver of Merger Sub and the conditions set forth in Article VII, the parties hereto shall Company will file a certificate of merger or certificate of ownership and merger with the Secretary of State of the State of Delaware, and take all such other and further actions as may be required by law to make Delaware a certificate of merger (the Merger effective"Certificate of Merger") executed in accordance with the relevant provisions of the DGCL. The Merger shall will become effective at such time as the certificate Certificate of merger or certificate of ownership and merger Merger is duly filed with the Secretary of State of the State of Delaware Delaware, or at such other time as is permissible in accordance with the DGCL and as the Parties may agree, as specified in the Certificate of Merger (the time the Merger becomes effective, the "Effective Time").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (M & F Worldwide Corp), Agreement and Plan of Merger (MacAndrews & Forbes Holdings Inc.)
Effective Time. As soon as practicable after On the -------------- satisfaction orClosing Date, if permissibleParent, waiver of Merger Sub and the conditions set forth in Article VII, the parties hereto shall file a certificate of merger or certificate of ownership and merger with the Secretary of State of the State of Delaware, and take all such other and further actions as may Company will cause to be required by law to make the Merger effective. The Merger shall become effective at such time as the certificate of merger or certificate of ownership and merger is duly filed with the Secretary of State of the State of Delaware a certificate of merger or other appropriate documents (collectively, the “Certificate of Merger”) executed in accordance with the relevant provisions of the DGCL and will make all other filings or recordings required under the DGCL. The Merger will become effective at such time as the Certificate of Merger is duly filed with such Secretary of State, or at such other time as Parent and the Company will agree and specify in the Certificate of Merger (the "time the Merger becomes effective being the “Effective Time"”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Eastman Chemical Co), Agreement and Plan of Merger (Solutia Inc)
Effective Time. As Subject to the provisions of this Agreement, as soon as practicable on or after the -------------- satisfaction or, if permissible, waiver of the conditions set forth in Article VIIClosing Date, the parties hereto shall file a certificate the Certificate of merger or certificate of ownership and merger Merger with the Secretary of State of the State of Delaware, Delaware executed in accordance with the relevant provisions of the DGCL and take shall make all such other and further actions as may be filings or recordings required by law under the DGCL in order to make effect the Merger effectiveMerger. The Merger shall become effective at such time as the certificate Certificate of merger or certificate of ownership and merger Merger is duly filed with the Secretary of State of the State of Delaware Delaware, or at such other time as Parent and the Company shall agree should be specified in the Certificate of Merger (the time the Merger becomes effective being, the "Effective Time").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Therasense Inc), Agreement and Plan of Merger (Therasense Inc)
Effective Time. As soon as practicable after Prior to the -------------- satisfaction or, if permissible, waiver of the conditions set forth in Article VIIClosing, the parties hereto shall prepare, and on the Closing Date the parties will execute and file with the Delaware Secretary of State, a certificate of merger or certificate (the “Certificate of ownership and merger Merger”) executed in accordance with the Secretary of State relevant provisions of the State of Delaware, DGCL and take shall make all such other and further actions as may be filings or recordings required by law under the DGCL to make give full effect to the Merger effectiveMerger. The Merger shall become effective at such time as the certificate Certificate of merger or certificate of ownership and merger Merger is duly filed with the Delaware Secretary of State State, or at such other time as Parent and the Company shall agree and specify in the Certificate of the State of Delaware Merger (the "time the Merger becomes effective being the “Effective Time"”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sand Hill It Security Acquisition Corp), Agreement and Plan of Merger (Sand Hill It Security Acquisition Corp)
Effective Time. As Subject to the provisions of this Agreement, as soon as practicable on or after the -------------- satisfaction or, if permissible, waiver of the conditions set forth in Article VIIClosing Date, the parties hereto Company shall file a certificate of merger or certificate of ownership and merger with the Secretary of State of Delaware a certificate of merger or other appropriate documents (in any such case, the State "Certificate of Delaware, Merger") executed in accordance with the relevant provisions of the DGCL and take shall make all such other and further actions as may be filings or recordings required by law to make under the Merger effectiveDGCL. The Merger shall become effective at such time as the certificate Certificate of merger or certificate of ownership and merger Merger is duly filed with the Delaware Secretary of State State, or at such other time as Sub and the Company shall agree should be specified in the Certificate of Merger (the State of Delaware (time the Merger becomes effective being hereinafter referred to as the "Effective Time").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cocensys Inc), Agreement and Plan of Merger (Purdue Acquisition Corp)
Effective Time. As soon as practicable after following the -------------- satisfaction or, if permissible, or waiver of the conditions set forth in Article VIIArticles 7 and 8, the parties hereto shall file a certificate of merger or certificate of ownership and merger 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 take shall make all such other and further actions as may be filings or recordings required by law to make under the Merger effectiveDGCL. The Merger shall become effective at such time as the certificate Certificate of merger or certificate of ownership and merger Merger is duly filed with the Secretary of State of the State of Delaware Delaware, or at such other time as is permissible in accordance with the DGCL and as the Buyer and the Company shall agree and as specified in the Certificate of Merger (the time the Merger becomes effective being the "Effective Time").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Imc Global Inc), Agreement and Plan of Merger (Harris Chemical North America Inc)
Effective Time. As soon as practicable after Prior to the -------------- satisfaction or, if permissible, waiver of the conditions set forth in Article VIIClosing, the parties hereto Company shall prepare, and on the Closing Date the Company shall file a certificate of merger or certificate of ownership and merger with the Secretary of State of the State of Delaware, a certificate of merger (or a certificate of ownership and take merger) (the "Certificate of Merger") executed in accordance with the relevant provisions of the DGCL and shall make all such other and further actions as may be filings or recordings required by law to make under the Merger effectiveDGCL. The Merger shall become effective at such time as the certificate Certificate of merger or certificate of ownership and merger Merger is duly filed with the such Secretary of State or at such other time as Parent and the Company shall agree and specify in the Certificate of Merger (the State of Delaware (time the Merger becomes effective being the "Effective Time").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pennaco Energy Inc), Agreement and Plan of Merger (Usx Corp)
Effective Time. As soon as practicable after Subject to the -------------- satisfaction or, if permissible, waiver provisions of the conditions set forth in Article VIIthis Plan of Merger, the parties hereto shall file a certificate of merger or certificate (the "Certificate of ownership and merger Merger") executed in accordance with the Secretary of State relevant provisions of the State of Delaware, DGCL and take shall make all such other and further actions filings or recordings required under the DGCL as may be required by law to make soon as practicable on or after the Merger effectiveClosing Date. The Merger shall become effective at such time as the certificate Certificate of merger or certificate of ownership and merger Merger is duly filed with the Delaware Secretary of State State, or at such other time as the Subsidiary and Advantage Health shall agree should be specified in the Certificate of the State of Delaware Merger (the "Effective Time").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Healthsouth Corp), Agreement and Plan of Merger (Healthsouth Corp)
Effective Time. As soon as practicable after On the -------------- satisfaction or, if permissible, waiver of the conditions set forth in Article VIIClosing Date, the parties hereto shall (a) file a certificate of merger or certificate (the "Certificate of ownership Merger") in such form as is required by and merger executed in accordance with the Secretary of State relevant provisions of the State of Delaware, DGCL and take (b) make all such other and further actions as may be filings or recordings required by law to make under the Merger effectiveDGCL. The Merger shall become effective at such time as the certificate Certificate of merger or certificate of ownership and merger Merger is duly filed with the Office of the Secretary of State of the State of Delaware or at such subsequent time as the Parent and the Company shall agree and be specified in the Certificate of Merger (the date and time the Merger becomes effective being the "Effective Time").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tremont Advisers Inc), Agreement and Plan of Merger (Massachusetts Mutual Life Insurance Co)
Effective Time. As soon as practicable after the -------------- satisfaction or, if permissible, waiver of the conditions set forth in Article VII, the parties hereto shall file a certificate of merger or certificate of ownership and merger with the Secretary of State of the State of Delaware, and take all such other and further actions as may be required by law to make the Merger effective. The Merger shall become effective at such time as (the "Effective Time") upon filing of a certificate of merger or certificate (the "Certificate of ownership and merger is duly filed Merger") with respect to the Merger with the Secretary of State of the State of Delaware (the "Effective TimeDelaware Secretary")) in accordance with the DGCL, or at such later time as mutually agreed among the parties hereto and set forth in the Certificate of Merger. The parties hereto shall cause the Certificate of Merger to be filed with the Delaware Secretary in accordance with the DGCL simultaneously with or as soon as practicable after the Closing.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ipayment Inc), Agreement and Plan of Merger (Ipayment Inc)
Effective Time. As soon as practicable after Upon the -------------- satisfaction orClosing, if permissible, waiver of the conditions set forth in Article VII, the parties hereto Merger Sub and Pillsbury shall (a) file a certificate of merger or certificate of ownership and merger with the Secretary of State of the State of Delaware, and take all Delaware a certificate of merger (the "Certificate of Merger") in such other and further actions form as may be is required by law to and executed in accordance with the relevant provisions of the DGCL and (b) make all other filings or recordings required under the Merger effectiveDGCL. The Merger shall become effective at such time as the certificate Certificate of merger or certificate of ownership and merger Merger is duly filed with the Delaware Secretary of State or at such subsequent time as General Mills and Diageo shall agree and as shall be specified in the Certifixxxx of Merger (the State of Delaware (date and time the Merger becomes effective being the "Effective Time").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Diageo PLC), Agreement and Plan of Merger (General Mills Inc)
Effective Time. As Subject to the provisions of this Agreement, concurrently with or as soon as practicable after following the -------------- satisfaction or, if permissible, waiver of the conditions set forth in Article VIIClosing, the parties hereto shall file Company and Parent will cause a certificate Certificate of merger or certificate Merger (the “Delaware Certificate of ownership Merger”) to be executed, acknowledged and merger with the Secretary of State of the State of Delaware, and take all such other and further actions as may be required by law to make the Merger effective. The Merger shall become effective at such time as the certificate of merger or certificate of ownership and merger is duly filed with the Secretary of State of the State of Delaware in accordance with and satisfying the relevant provisions of the DGCL. The Merger shall become effective at the time when the Delaware Certificate of Merger has been duly filed with and accepted by the Secretary of State of the State of Delaware or at such later time as may be agreed by the parties and specified in the Delaware Certificate of Merger (the "time as of when the Merger becomes effective, the “Effective Time"”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Willbros Group, Inc.\NEW\), Agreement and Plan of Merger (Primoris Services Corp)
Effective Time. As soon as practicable after Upon the -------------- satisfaction or, if permissible, waiver of terms and subject to the conditions set forth in Article VIIthis Agreement, on the Closing Date, immediately after the Closing, the parties hereto shall file will cause a certificate of merger or certificate (the “Certificate of ownership Merger”) to be executed, acknowledged and merger filed with the Secretary of State of the State of Delaware, and take all Delaware in such other and further actions form as may be required by law to Section 251 of the DGCL and make all other filings or recordings required under the Merger effectiveDGCL in connection with the Merger. The Merger shall will become effective at such time as the certificate Certificate of merger or certificate of ownership and merger Merger is duly filed with the Secretary of State of the State of Delaware Delaware, or at such later time as may be set forth in the Certificate of Merger in accordance with the relevant provisions of the DGCL (the "time the Merger becomes effective is referred to as the “Effective Time"”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Eastman Chemical Co), Agreement and Plan of Merger (TAMINCO Corp)
Effective Time. As Subject to the provisions of this Agreement, as soon as practicable after on the -------------- satisfaction or, if permissible, waiver of the conditions set forth in Article VII, Closing Date the parties hereto shall file a certificate of merger or certificate of ownership and merger with the Secretary of State of the State of Delaware, and take all such other and further actions as may be required by law to make the Merger effective. The Merger shall become effective at such time as the certificate of merger or certificate of ownership and merger is duly filed with the Secretary of State of the State of Delaware a certificate of merger (or if applicable, a certificate of ownership and merger), executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL (the "“Certificate of Merger”) and shall make all other filings or recordings required under the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time"”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Precision Castparts Corp), Agreement and Plan of Merger (Titanium Metals Corp)
Effective Time. As soon as practicable after on the -------------- satisfaction or, if permissible, waiver of the conditions set forth in Article VIIClosing Date, the parties hereto shall file a certificate of merger or certificate of ownership and merger with deliver to the Secretary of State of the State of Delaware, Delaware a certificate of merger (the “Certificate of Merger”) in accordance with the relevant provisions of the DGCL and take all such any other and further actions as may be required by law to make the Merger effectiveapplicable Delaware Law. The Merger shall become effective at such the time as of filing the certificate Certificate of merger or certificate of ownership and merger is duly filed Merger with the Secretary of State of the State of Delaware (in accordance with the "DGCL or at such later time as the parties hereto may agree in writing and as is provided in the Certificate of Merger in accordance with the DGCL. The date and time at which the Merger shall so become effective is herein referred to as the “Effective Time")”.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Valeant Pharmaceuticals International, Inc.)
Effective Time. As soon Contemporaneous with, or as promptly as practicable after the -------------- satisfaction or, if permissible, waiver of the conditions set forth in Article VIIClosing, the parties hereto shall file a certificate of merger or certificate of ownership and merger cause the Merger to be consummated by filing with the Secretary of State of the State of DelawareDelaware a certificate of merger in the form attached hereto as Exhibit A (the “Certificate of Merger”) and executed in accordance with the relevant provisions of the DGCL, and take shall make all such other and further actions as may be filings or recordings required by law under the DGCL in order to make consummate the Merger effectiveMerger. The Merger shall become effective at such the time as the certificate Certificate of merger or certificate of ownership and merger Merger is duly filed with the Secretary of State of the State of Delaware (the "“Effective Time"”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (NCR Corp), Agreement and Plan of Merger (Intuit Inc)
Effective Time. As soon as practicable after The parties to this Agreement shall cause the -------------- satisfaction or, if permissible, waiver of the conditions set forth in Article VII, the parties hereto shall file Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) on the Closing Date (or certificate of ownership on such other date as Parent and merger the Company may agree in writing) with the Secretary of State of the State of Delaware, in such form as required by, and take all such other and further actions as may be required by law to make executed in accordance with, the Merger effectiverelevant provisions of Delaware Law. The Merger shall become effective at such as of the date and time as of the certificate filing of merger or certificate the Certificate of ownership and merger is duly filed Merger with the Secretary of State of the State of Delaware Delaware, or such later time as is specified in the Certificate of Merger and as is agreed to by Parent and the Company in writing (the "“Effective Time"”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Alleghany Corp /De)
Effective Time. As soon as practicable after the -------------- satisfaction or, if permissible, waiver of the conditions set forth in Article VII, the parties hereto The Company shall file a certificate of merger or certificate of ownership that has been duly executed and merger with acknowledged in accordance with, and in such form as required by, the Secretary of State relevant provisions of the State DGCL (the “Certificate of Delaware, and take all such other and further actions as may be required by law to make the Merger effective. The Merger shall become effective at such time as the certificate of merger or certificate of ownership and merger is duly filed Merger”) with the Secretary of State of the State of Delaware substantially concurrently with the Closing. The Merger shall become effective at the time of the filing of the Certificate of Merger with the Secretary of State of the State of Delaware or at such other time as may be mutually agreed to in writing by the Parties and set forth in the Certificate of Merger (the "time as of which the Merger becomes effective, the “Effective Time"”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (RPX Corp), Agreement and Plan of Merger (Schulman a Inc)
Effective Time. As soon as practicable after Upon the -------------- satisfaction or, if permissible, waiver of the conditions set forth in Article VIIClosing, the parties hereto shall file a certificate of merger or certificate of ownership and merger with the Secretary of State of the State of Delaware, Delaware a certificate of merger (the “Certificate of Merger”) executed and take all such other and further actions as may be required by law to make acknowledged in accordance with the Merger effectiverelevant provisions of the DGCL. The Merger shall become effective at such time as the certificate Certificate of merger or certificate of ownership and merger Merger is duly filed with and accepted by the Secretary of State of the State of Delaware or at such subsequent time as Parent and the Company shall agree and as shall be specified in the Certificate of Merger (the "date and time the Merger becomes effective being the “Effective Time"”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Babyuniverse, Inc.), Agreement and Plan of Merger (eToys Direct, Inc.)
Effective Time. As soon as practicable after Concurrently with the -------------- satisfaction or, if permissible, waiver of the conditions set forth in Article VIIClosing, the parties hereto Company and Merger Sub shall file a certificate of merger or certificate of ownership and merger cause to be filed with the Secretary of State of the State of DelawareDelaware a certificate of merger (the “Certificate of Merger”), executed and filed in accordance with, and take all containing such other and further actions information as may be is required by law by, the relevant provisions of the DGCL in order to make effect the Merger effectiveMerger. The Merger shall become effective at such time as the certificate Certificate of merger or certificate of ownership and merger is duly Merger has been filed with the Secretary of State of the State of Delaware or at such other, later date and time as is agreed between the Parties and specified in the Certificate of Merger in accordance with the relevant provisions of the DGCL (such date and time is hereinafter referred to as the "“Effective Time"”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ii-Vi Inc), Agreement and Plan of Merger (Coherent Inc)
Effective Time. As Subject to the provisions of this Agreement, as soon as practicable after on the -------------- satisfaction or, if permissible, waiver of the conditions set forth in Article VIIClosing Date, the parties hereto shall file with the Secretary of State of the State of Delaware a certificate of merger or certificate relating to the Merger (the “Certificate of ownership Merger”) executed and merger acknowledged in accordance with the relevant provisions of the DGCL. The Merger shall become effective at the time that the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware, and take all such other and further actions as may be required by law to make the Merger effective. The Merger shall become effective or at such later time as the certificate Company and Parent shall agree and specify in the Certificate of merger or certificate of ownership and merger is duly filed with the Secretary of State of the State of Delaware Merger (the "time the Merger becomes effective being the “Effective Time"”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Berkeley Lights, Inc.), Agreement and Plan of Merger (IsoPlexis Corp)
Effective Time. As soon as practicable after following the -------------- satisfaction orClosing, if permissible, waiver the Company (at the direction of the conditions set forth in Article VIISpecial Committee) and the Mutual Group will cause a Certificate of Merger (the “Delaware Certificate of Merger”) to be executed, the parties hereto shall file a certificate of merger or certificate of ownership acknowledged and merger filed with the Secretary of State of the State of Delaware, and take all such other and further actions Delaware as may be required by law to make provided in Section 251 of the Merger effectiveDGCL. The Merger shall become effective at such the time as when the certificate Delaware Certificate of merger or certificate of ownership and merger is Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed upon by the parties in writing and specified in the Delaware Certificate of Merger (the "“Effective Time"”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Alfa Corp), Agreement and Plan of Merger (Alfa Mutual Insurance Co)
Effective Time. As Subject to the provisions of this Agreement, as soon as practicable after on the -------------- satisfaction or, if permissible, waiver of the conditions set forth in Article VIIClosing Date, the parties hereto shall file a certificate of merger or certificate of ownership and merger with the Secretary of State of the State of Delaware, Delaware in accordance with the relevant provisions of the DGCL (the “Certificate of Merger”) and take shall make all such other and further actions as may be filings or recordings required by law to make under the Merger effectiveDGCL in connection with the Merger. The Merger shall become effective upon the filing of the Certificate of Merger (or at such later time as is agreed to by the certificate parties and specified in the Certificate of merger or certificate of ownership and merger is duly filed with the Secretary of State of the State of Delaware Merger) (the "time at which the Merger becomes effective is referred to as the “Effective Time"”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Nash Finch Co), Agreement and Plan of Merger (Nash Finch Co)
Effective Time. As soon as practicable after following the -------------- satisfaction orClosing, if permissible, waiver the Company (at the direction of the conditions set forth in Article VIISpecial Committee) and Dimensional will cause a Certificate of Merger (the “Certificate of Merger”) to be executed, the parties hereto shall file a certificate of merger or certificate of ownership acknowledged and merger filed with the Secretary of State of the State of Delaware, and take all such other and further actions Delaware as may be required by law to make provided in Section 251 of the Merger effectiveDGCL. The Merger shall become effective at such the time as when the certificate Certificate of merger or certificate of ownership and merger is Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed upon by the parties in writing, as is permissible under the DGCL and as specified in the Certificate of Merger (the "“Effective Time"”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Orchard Enterprises, Inc.), Agreement and Plan of Merger (Dimensional Associates, LLC)
Effective Time. As soon as practicable after The Merger shall become effective upon the -------------- satisfaction or, if permissible, waiver acceptance of the conditions set forth in Article VII, the parties hereto shall file a certificate Certificate of merger or certificate of ownership and merger with Merger for filing by the Secretary of State of the State of Delaware, and take all such other and further actions as may be required by law to make Delaware (the Merger effective“Effective Time”). The parties shall execute and, acknowledge, in accordance with Section 251 of the DGCL, the Certificate of Merger shall become effective at such time as the certificate of merger or certificate of ownership and merger is duly to be filed with the Secretary of State of the State of Delaware upon the satisfaction of all conditions precedent to the consummation of the transactions contemplated by this Agreement and shall file the Certificate of Merger with the Secretary of State of the State of Delaware on the Closing Date (the "Effective Time"as defined in Section 1.05(a) hereof).
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Midwest Banc Holdings Inc), Agreement and Plan of Reorganization (Covest Bancshares Inc)
Effective Time. As soon as practicable after On the -------------- satisfaction orClosing Date, if permissibleParent, waiver of Merger Sub and the conditions set forth in Article VII, the parties hereto shall file a certificate of merger or certificate of ownership and merger Company will cause to be filed with the Secretary of State of the State of Delaware, a certificate of merger or other appropriate documents (collectively, the “Certificate of Merger”) executed in accordance with the relevant provisions of the DGCL and take will make all such other and further actions as may be filings or recordings required by law to make under the Merger effectiveDGCL. The Merger shall will become effective at such time as the certificate Certificate of merger or certificate of ownership and merger Merger is duly filed with the such Secretary of State State, or at such other time as Parent and the Company will agree and specify in the Certificate of the State of Delaware Merger (the "time the Merger becomes effective being the “Effective Time"”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Citadel Broadcasting Corp), Agreement and Plan of Merger (Cumulus Media Inc)
Effective Time. As soon as practicable after At the -------------- satisfaction or, if permissible, waiver time of the conditions set forth in Article VIIClosing, the parties hereto Company and Merger Sub shall file a certificate of merger file, or certificate of ownership and merger with the Secretary of State of the State of Delawarecause to be filed, and take all such other and further actions as may be required by law to make the Merger effective. The Merger shall become effective at such time as the certificate of merger or certificate of ownership and merger is duly filed with the Secretary of State of the State of Delaware a Certificate of Merger for the Merger, which Certificate shall be in the form required by and executed in accordance with the applicable provisions of Delaware Law and in form and substance acceptable to the Parent (the "Certificate of Merger"). The Merger shall become effective at the time such filing is made or, if agreed to by the Parent and the Company, at such later time or date set forth in the Certificate of Merger (the "Effective Time").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Intelidata Technologies Corp), Agreement and Plan of Merger (Corillian Corp)
Effective Time. As soon as practicable after Subject to the -------------- satisfaction or, if permissible, waiver provisions of the conditions set forth in Article VIIthis Agreement, the parties hereto Parties shall file cause the Merger to be consummated by filing a duly executed certificate of merger or certificate of ownership Sub and merger the Company (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 the DGCL, as soon as practicable on the Closing Date, and shall take all such other and further actions as may be action required by law to make effect the Merger effectiveMerger. The Merger shall become effective upon such filing or at such time thereafter as shall be agreed by the certificate Parties and provided in the Certificate of merger or certificate of ownership and merger is duly filed with the Secretary of State of the State of Delaware Merger (the "“Effective Time"”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Resonate Inc), Agreement and Plan of Merger (Resonate Inc)
Effective Time. As soon as practicable after Promptly following the -------------- satisfaction or, if permissible, waiver of the conditions set forth in Article VIIClosing, the parties hereto Company and Merger Sub shall file a certificate of merger or certificate of ownership and merger cause to be filed with the Secretary of State of the State of DelawareDelaware a certificate of merger (the “Certificate of Merger”), executed and filed in accordance with, and take all containing such other and further actions information as may be is required by law by, the relevant provisions of the DGCL, in order to make effect the Merger effectiveMerger. The Merger shall become effective at such time as the certificate Certificate of merger or certificate of ownership and merger is duly Merger has been filed with the Secretary of State of the State of Delaware or at such other, later date and time as the Company and Parent may agree and specify in the Certificate of Merger, executed and filed in accordance with, and containing such information as is required by, the relevant provisions of the DGCL (the "time the Merger becomes effective, the “Effective Time"”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Eldorado Resorts, Inc.), Agreement and Plan of Merger (CAESARS ENTERTAINMENT Corp)
Effective Time. As soon as practicable after the -------------- satisfaction or, if permissible, waiver of the conditions set forth in Article VII, the parties hereto The Company shall file a certificate of merger or certificate of ownership that has been duly executed and merger with acknowledged in accordance with, and in such form as required by, the Secretary of State relevant provisions of the State DGCL (the “Certificate of Delaware, and take all such other and further actions as may be required by law to make the Merger effective. The Merger shall become effective at such time as the certificate of merger or certificate of ownership and merger is duly filed Merger”) with the Secretary of State of the State of Delaware substantially concurrently with the Closing. The Merger shall become effective at the time of the filing of the Certificate of Merger with the Secretary of State of the State of Delaware or at such other time as may be mutually agreed to in writing by Parent and the Company and set forth in the Certificate of Merger (the "time as of which the Merger becomes effective, the “Effective Time"”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (TransDigm Group INC), Agreement and Plan of Merger (Esterline Technologies Corp)
Effective Time. As soon as practicable after At the -------------- satisfaction or, if permissible, waiver of the conditions set forth in Article VIIClosing, the parties hereto Company shall file a certificate of merger or certificate of ownership and merger with the Secretary of State of the State of Delaware, and take all such other and further actions as may be required by law to make the Merger effective. The Merger shall become effective at such time as the certificate of merger or certificate of ownership and merger is duly filed with the Secretary of State of the State of Delaware a certificate of merger for the Merger (the "“Certificate of Merger”), duly executed in accordance with, and in such form as required by, the DGCL. The Merger shall become effective at the time the Company duly files the Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as Parent and the Company shall agree and specify in the Certificate of Merger (the time the Merger becomes effective, the “Effective Time"”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Centene Corp), Agreement and Plan of Merger (Magellan Health Inc)
Effective Time. As Subject to the provisions of this Agreement, as soon as practicable after on the -------------- satisfaction orClosing Date, if permissible, waiver the Company shall file with the Secretary of State of the conditions set forth in Article VII, State of Delaware the parties hereto shall file a certificate of merger or certificate relating to the Merger (the “Certificate of ownership and merger Merger”), executed in accordance with the relevant provisions of the DGCL. The Merger shall become effective at the time that the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware, or at such later time as Parent and take all such other the Company shall agree and further actions as may be required by law to make specify in the Certificate of Merger (the time the Merger becomes effective. The Merger shall become effective at such time as , the certificate of merger or certificate of ownership and merger is duly filed with the Secretary of State of the State of Delaware (the "“Effective Time"”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Albemarle Corp), Agreement and Plan of Merger (Rockwood Holdings, Inc.)
Effective Time. As soon as practicable after Unless this Agreement is earlier terminated pursuant to the -------------- satisfaction or, if permissible, waiver of the conditions set forth in Article VIIterms hereof, the parties hereto shall file a certificate of merger or certificate of ownership and merger with the Secretary of State of the State of Delaware, and take all such other and further actions as may be required by law to make the Merger effective. The Merger shall become effective at such time or following the Closing (as defined in Section 1.09) upon the certificate of merger or certificate of ownership and merger is duly filed filing with the Secretary of State of the State of Delaware (the "“Secretary of State”) of a certificate of merger in accordance with the requirements of the DGCL (the “Certificate of Merger”). When used in this Agreement, the term “Effective Time")” means the date and time at which the Certificate of Merger is accepted by the Secretary of State for filing, or such later time as shall be set forth in the Certificate of Merger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cytrx Corp), Agreement and Plan of Merger (Innovive Pharmaceuticals, Inc.)
Effective Time. As soon as practicable after Subject to the -------------- satisfaction orprovisions of this Agreement, if permissible, waiver of on the conditions set forth in Article VIIClosing Date, the parties hereto shall file a certificate of merger or certificate of ownership and merger with the Secretary of State of the State of Delaware, and take all such other and further actions as may be required by law relating to make the Merger effective. The Merger shall become effective at such time as contemplated by the certificate DGCL (the “Certificate of merger or certificate of ownership and merger is duly filed Merger”) 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 DGCL. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Secretary of State or at such later time as may be agreed by Parent and the Company in writing and specified in the Certificate of Merger (such time as the Merger becomes effective, the “Effective Time"”).
Appears in 2 contracts
Samples: Management and Advisory Agreement (Gannett Co., Inc.), Management and Advisory Agreement (New Media Investment Group Inc.)
Effective Time. As soon promptly as practicable after the -------------- satisfaction or, if permissible, waiver of the conditions set forth in Article VIIClosing, the parties hereto shall file will cause a certificate of merger or certificate (the "Certificate of ownership Merger") to be executed, acknowledged and merger filed with the Delaware Secretary of State of in accordance with the State of Delaware, and take all such other and further actions as may be required by law to make the Merger effectiveDGCL. The Merger shall become effective at such time as the certificate Certificate of merger or certificate of ownership and merger Merger is duly filed with the Delaware Secretary of State in accordance with the DGCL, or at such later time as may be agreed to by Parent and the Company and specified in the Certificate of Merger in accordance with applicable law. The date and time when the State of Delaware (Merger shall become effective is referred to herein as the "Effective Time.").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Harcor Energy Inc), Agreement and Plan of Merger (Seneca West Corp)
Effective Time. As soon as practicable after At the -------------- satisfaction or, if permissible, waiver of the conditions set forth in Article VIIClosing, the parties hereto shall (i) file a certificate of merger or certificate (the "Certificate of ownership Merger") in such form as is required by and merger executed in accordance with the Secretary of State relevant provisions of the State of Delaware, DGCL and take (ii) make all such other and further actions as may be filings or recordings required by law to make under the Merger effectiveDGCL. The Merger shall become effective at such time as the certificate Certificate of merger or certificate of ownership and merger Merger is duly filed with the Delaware Secretary of State or at such subsequent time as Kerr-McGee and Oryx shall agree and as shall be specified in the Certificate of Merger (xxx xxxx and time the State of Delaware (Merger becomes effective being the "Effective Time").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Kerr McGee Corp), Agreement and Plan of Merger (Kerr McGee Corp)
Effective Time. As soon On the Closing Date (as practicable after the -------------- satisfaction ordefined below), if permissible, waiver of the conditions set forth in Article VII, the parties hereto Parent shall file a certificate of merger or certificate of ownership and merger with the Secretary of State of the State of DelawareDelaware 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 take the DLLCA and shall make all such other filings or recordings required under the DGCL and further actions as may be required by law to make the Merger effectiveDLLCA. The Merger shall become effective at such time as the certificate Certificate of merger or certificate of ownership and merger Merger is duly filed with the such Secretary of State State, or at such other time as Parent and the Company shall agree and specify in the Certificate of the State of Delaware Merger (the "time the Merger becomes effective being the “Effective Time"”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Gleacher & Company, Inc.), Agreement and Plan of Merger (Broadpoint Securities Group, Inc.)
Effective Time. As Subject to the provisions of this Agreement, as soon as practicable after on the -------------- satisfaction or, if permissible, waiver of the conditions set forth in Article VIIClosing Date, the parties hereto shall file a certificate of merger or certificate of ownership and merger with the Secretary of State of the State of DelawareDelaware a certificate of merger (the "Certificate of Merger") executed in accordance with the relevant provisions of Delaware Law and, and take as soon as practicable on or after the Closing Date, shall make all such other and further actions as may be filings or recordings required by law to make the Merger effectiveunder Delaware Law. The Merger shall become effective at such time as the certificate Certificate of merger or certificate of ownership and merger Merger is duly filed with the Secretary of State of the State of Delaware Delaware, or at such other time as Parent and the Company shall agree upon and shall specify in the Certificate of Merger (the time the Merger becomes effective being the "Effective Time").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Unitedhealth Group Inc), Agreement and Plan of Merger (Pacificare Health Systems Inc /De/)
Effective Time. As soon as practicable after Immediately following the -------------- satisfaction or, if permissible, waiver of the conditions set forth in Article VIIClosing, the parties hereto Company and Parent shall execute and file a certificate in the office of merger or certificate of ownership and merger with the Secretary of State of the State of Delaware, and take all such other and further actions as may be required by law to make the Merger effective. The Merger shall become effective at such time as the certificate of merger or certificate of ownership and merger is duly filed 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, the relevant provisions of the DGCL (the "“Certificate of Merger”). The Merger shall become effective at the time of filing of the Certificate of Merger, or at such later time as is agreed upon by the parties hereto and set forth therein (such time as the Merger becomes effective is referred to herein as the “Effective Time"”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Centennial Communications Corp /De), Agreement and Plan of Merger (At&t Inc.)
Effective Time. As soon as practicable after Immediately following the -------------- satisfaction or, if permissible, waiver of the conditions set forth in Article VIIClosing, the parties hereto shall file a certificate of merger or certificate of ownership and merger cause the Merger to be consummated by filing with the Secretary of State of the State of DelawareDelaware a certificate of merger (the “Certificate of Merger”) in such form as is required by, and take all such other executed and further actions as may be required by law to make acknowledged in accordance with, the Merger effectiverelevant provisions of the DGCL. The Merger shall become effective at such date and time as the certificate Certificate of merger or certificate of ownership and merger Merger is duly filed with the Secretary of State of the State of Delaware (or at such subsequent date and time as Parent and the "Company shall agree and specify in the Certificate of Merger. The date and time at which the Merger becomes effective is referred to in this Agreement as the “Effective Time").”
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Psychiatric Solutions Inc), Agreement and Plan of Merger (Universal Health Services Inc)
Effective Time. As Upon the terms and subject to the provisions of this Agreement, as soon as practicable after on the -------------- satisfaction or, if permissible, waiver of the conditions set forth in Article VIIClosing Date, the parties hereto shall file a certificate of merger or or, if applicable, a certificate of ownership and merger with (the Secretary “Certificate of State of the State of Delaware, and take all such other and further actions as may be required by law to make the Merger effective. The Merger shall become effective at such time as the certificate of merger or certificate of ownership and merger is duly filed Merger”) 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. 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 other date or time as Parent and the Company shall agree in writing and shall specify in the Certificate of Merger (the time the Merger becomes effective being the “Effective Time"”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Omron Corp /Fi), Agreement and Plan of Merger (Adept Technology Inc)
Effective Time. As soon as practicable after Concurrently with the -------------- satisfaction or, if permissible, waiver of the conditions set forth in Article VIIMerger Closing, the parties hereto Company, Parent and Merger Sub shall file cause a certificate of merger or certificate of ownership and merger merger, as the case may be (the “Certificate of Merger”), with respect to the Merger to be executed and filed with the Secretary of State of the State of Delaware, and take all such other and further actions Delaware as may be required by law to make provided under the Merger effectiveDGCL. The Merger shall become effective on the date and time at such time as which the certificate Certificate of merger or certificate of ownership and merger is 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 parties and specified in the Certificate of Merger (such date and time being hereinafter referred to as the "“Effective Time"”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Amerisourcebergen Corp), Agreement and Plan of Merger (MWI Veterinary Supply, Inc.)
Effective Time. As soon as practicable after Subject to the -------------- satisfaction or, if permissible, waiver provisions of the conditions set forth in Article VIIthis Agreement, the parties hereto shall file a certificate of merger or certificate substantially in the form attached hereto as Exhibit A (the “Certificate of ownership and merger Merger”) executed in accordance with the Secretary of State relevant provisions of the State of Delaware, DGCL and take shall make all such other and further actions as may be filings or recordings required by law to make under the Merger effectiveDGCL on the Closing Date. The Merger shall become effective at such time as the certificate Certificate of merger or certificate of ownership and merger Merger is duly filed with the Delaware Secretary of State State, or at such later time as Acquiror, Acquisition Subsidiary and Xxxxx shall agree should be specified in the Certificate of the State of Delaware Merger (the "“Effective Time"”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Coley Pharmaceutical Group, Inc.), Agreement and Plan of Merger (Coley Pharmaceutical Group, Inc.)
Effective Time. As soon as practicable after Upon the -------------- satisfaction or, if permissible, waiver of terms and subject to the conditions set forth in Article VIIhereof, the parties hereto shall will file a certificate Certificate of merger or certificate of ownership and merger Merger with the Secretary of State of the State of Delaware, and take all in such other and further actions form as may be required by law to make by, and executed in accordance with, the Merger effectiveDGCL. The Merger shall become effective at such time as such document is so filed or at such time as is set forth in the certificate Certificate of merger or certificate of ownership and merger Merger, if different, which time is duly filed with the Secretary of State of the State of Delaware (hereinafter referred to as the "Effective Time.").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (New Image Industries Inc), Agreement and Plan of Merger (New Image Industries Inc)
Effective Time. As Subject to the provisions of this Agreement, as soon as practicable after the -------------- satisfaction or, if permissible, waiver all of the conditions set forth in Article VIIVIII shall have been satisfied or, if permissible, waived, the parties hereto shall will file a certificate of merger (the "Certificate of Merger") executed in accordance with the relevant provisions of the DGCL and will make all other filings or certificate recordings required under the DGCL in order to effect the Merger. The Merger will become effective at such time as the Certificate of ownership and merger Merger has been duly filed with the Secretary of State of the State of Delaware, or at such subsequent date or time as MergerCo and take all such other the Company agree and further actions as may be required by law to make specify in the Certificate of Merger (the time the Merger effective. The Merger shall become becomes effective at such time being herein referred to as the certificate of merger or certificate of ownership and merger is duly filed with the Secretary of State of the State of Delaware (the "Effective Time").
Appears in 2 contracts
Samples: Voting Agreement (H Power Corp), Agreement and Plan of Merger (Plug Power Inc)
Effective Time. As soon as practicable after Prior to the -------------- satisfaction or, if permissible, waiver of the conditions set forth in Article VIIMerger Closing, the parties hereto Company shall prepare, and on the Closing Date the Company shall file a certificate of merger or certificate of ownership and merger 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 take shall make all such other and further actions as may be filings or recordings required by law under the DGCL to make effectuate the Merger effectiveMerger. The Merger shall become effective at such time as the certificate Certificate of merger or certificate of ownership and merger Merger is duly filed with the such Secretary of State or at such other time as Parent and the Company shall agree and specify in the Certificate of the State of Delaware Merger (the "time the Merger becomes effective being the “Effective Time"”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Avantor, Inc.), Agreement and Plan of Merger (VWR Corp)
Effective Time. As soon as practicable after Subject to the -------------- satisfaction orprovisions of this Agreement, if permissible, waiver of in connection with the conditions set forth in Article VIIClosing, the parties hereto shall file Company and Merger Sub will duly execute and deliver a certificate of merger or certificate (the “Certificate of ownership and merger with Merger”) to the Delaware Secretary of State for filing under Section 251 of the State of DelawareDGCL. The parties will make all other filings or recordings required under the DGCL, and take all such other and further actions as may be required by law to make the Merger effective. The Merger shall will become effective when the Certificate of Merger is filed in the office of the Delaware Secretary of State, or at such later date or time as Parent and the certificate Company agree and specify in the Certificate of merger or certificate of ownership and merger is duly filed with the Secretary of State of the State of Delaware Merger (the "time the Merger becomes effective being the “Effective Time"”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (First Horizon National Corp), Agreement and Plan of Merger (Capital Bank Financial Corp.)
Effective Time. As soon as practicable after On the -------------- satisfaction or, if permissible, waiver of the conditions set forth in Article VIIClosing Date, the parties hereto Company and Merger Sub shall file a certificate of merger or certificate of ownership and merger with the Secretary of State of the State of DelawareDelaware 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 take shall make all such other and further actions as may be filings or recordings required by law to make under the Merger effectiveDGCL. The Merger shall become effective at such time as the certificate Certificate of merger or certificate of ownership and merger Merger is duly filed with the such Secretary of State State, or at such other time as Parent and the Company shall agree and specify in the Certificate of the State of Delaware Merger (the "time the Merger becomes effective being the “Effective Time"”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Aon Corp), Agreement and Plan of Merger (Hewitt Associates Inc)
Effective Time. As soon as practicable after the -------------- satisfaction or, if permissible, waiver of the conditions set forth in Article VIIClosing, the parties hereto Parties shall file a certificate of merger or certificate of ownership and merger with the Secretary of State of the State of DelawareDelaware a certificate of merger (the "Certificate of Merger") in such form as is required by, and take all such other executed and further actions as may be required by law to make acknowledged in accordance with, the Merger effectiveprovisions of the DGCL. The Merger shall become effective at such time as the certificate Certificate of merger or certificate of ownership and merger Merger is duly filed with the Secretary of State of the State of Delaware or at such later time as the Parties shall agree in compliance with the DGCL and as shall be set forth in the Certificate of Merger (such time at which the Merger becomes effective is referred to in this Agreement as the "Effective Time").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (American Cannabis Company, Inc.), Agreement and Plan of Merger (American Cannabis Company, Inc.)
Effective Time. As soon as practicable after Concurrently with the -------------- satisfaction or, if permissible, waiver of the conditions set forth in Article VIIClosing, the parties hereto Company shall file a certificate of merger or certificate (the “Certificate of ownership and merger Merger”) with the Secretary of State of the State of DelawareDelaware in such form as required by, and take all such other and further actions as may be required by law to make executed in accordance with, the Merger effectiveapplicable provisions of the DGCL. The Merger shall become effective on the date and time at such time as which the certificate Certificate of merger or certificate of ownership and merger is 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 parties and specified in the Certificate of Merger (such date and time, the "“Effective Time"”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Beam Inc), Agreement and Plan of Merger (Tellabs Inc)
Effective Time. As soon as practicable after following the -------------- satisfaction or, if permissible, waiver of the conditions set forth in Article VIIClosing, the parties hereto shall (i) file a certificate of merger or certificate (the "Delaware Certificate of ownership Merger") in such form as is required by and merger executed in accordance with the Secretary of State relevant provisions of the State of Delaware, DGCL and take (ii) make all such other and further actions as may be filings or recordings required by law to make under the Merger effectiveDGCL. The Merger shall become effective at such time as the certificate Delaware Certificate of merger or certificate of ownership and merger Merger is duly filed with the Delaware Secretary of State or at such subsequent time as Teleglobe and Excel shall agree and be specified in the Delaware Certificate of Merger (the State of Delaware (date and time the Merger becomes effective being the "Effective Time").
Appears in 2 contracts
Samples: Consent and Voting Agreement (Excelcom Inc), Agreement and Plan of Merger (Teleglobe Inc)
Effective Time. As Subject to the provisions of this Agreement, as soon as practicable on or after the -------------- satisfaction or, if permissible, waiver of the conditions set forth in Article VIIClosing Date, the parties hereto Parties shall file a certificate of merger or certificate other appropriate documents (in any such case, the "Certificate of ownership and merger Merger") executed in accordance with the Secretary of State relevant provisions of the State of Delaware, Delaware Corporation Law and take shall make all such other and further actions as may be filings or recordings required by law to make under the Merger effectiveDelaware Corporation Law. The Merger shall become effective at such time as the certificate Certificate of merger or certificate of ownership and merger Merger is duly filed with the the Delaware Secretary of State State, or at such other time as Florham and EII shall agree should be specified in the Certificate of Merger (the State of Delaware (time the Merger becomes effective being referred to herein as the "Effective Time").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Florham Consulting Corp), Agreement and Plan of Merger (Florham Consulting Corp)
Effective Time. As Subject to the provisions of this Agreement, as soon as practicable after on the -------------- satisfaction orClosing Date, if permissible, waiver the Parties shall file with the Secretary of State of the conditions set forth in Article VII, State of Delaware the parties hereto shall file a certificate of merger or certificate relating to the Merger (the “Certificate of ownership Merger”), executed and merger acknowledged in accordance with the relevant provisions of the DGCL. The Merger shall become effective at the time that the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware, or at such later time as Parent and take all such other the Company shall agree and further actions as may be required by law to make specify in the Certificate of Merger (the time the Merger becomes effective. The Merger shall become effective at such time as , the certificate of merger or certificate of ownership and merger is duly filed with the Secretary of State of the State of Delaware (the "“Effective Time"”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Centene Corp), Agreement and Plan of Merger (Health Net Inc)
Effective Time. As soon as practicable after Upon the -------------- satisfaction or, if permissible, waiver of the conditions set forth in Article VIIClosing, the parties hereto shall (i) file a certificate of merger or certificate of ownership and merger with the Secretary of State of the State of Delaware, and take all Delaware a certificate of merger (the "Certificate of Merger") in such other and further actions form as may be is required by law to and executed in accordance with the relevant provisions of the DGCL and (ii) make all other filings or recordings required under the Merger effectiveDGCL. The Merger shall become effective at such time as the certificate Certificate of merger or certificate of ownership and merger Merger is duly filed with the Secretary of State of the State of Delaware or at such subsequent time as Parent and the Company shall agree and as shall be specified in the Certificate of Merger (the date and time the Merger becomes effective being the "Effective Time").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lehman Brothers Holdings Inc), Agreement and Plan of Merger (Neuberger Berman Inc)
Effective Time. As Subject to the provisions of this Agreement, as soon as practicable after on the -------------- satisfaction or, if permissible, waiver of the conditions set forth in Article VIIClosing Date, the parties hereto shall file a certificate of merger or certificate of ownership and merger with the Secretary of State of the State of DelawareDelaware a certificate of merger or other appropriate documents as provided in Section 251 of the DGCL (in any such case, the “Certificate of Merger”) executed in accordance with the relevant provisions of the DGCL and take shall make all such other and further actions as may be filings or recordings required by law under the DGCL to make effectuate the Merger effectiveMerger. The Merger shall become effective at such time as the certificate Certificate of merger or certificate of ownership and merger Merger is duly filed with the Secretary of State of the State of Delaware Delaware, or at such other time as Merger Sub2 and the Company shall agree should be specified in the Certificate of Merger (the "time the Merger becomes effective being hereinafter referred to as the “Effective Time"”).
Appears in 2 contracts
Samples: Agreement (HowStuffWorks, Inc.), And (Howstuffworks Inc)
Effective Time. As soon as practicable after following the -------------- satisfaction or, if permissible, or waiver of the conditions set forth in Article VIIto the Merger, the parties hereto shall file a certificate of merger or certificate other appropriate documents (in any such case, the "Certificate of ownership and merger Merger") executed in accordance with the Secretary of State relevant provisions of the State of Delaware, and take all such other and further actions as may be required by law to make the Merger effectiveDGCL. The Merger shall become effective at such time as the certificate Certificate of merger or certificate of ownership and merger Merger is duly filed with the Delaware Secretary of State State, or at such other time as Sub and the Company shall agree should be specified in the Certificate of Merger (the State of Delaware (time the Merger becomes effective being the "Effective TimeTime of the Merger").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Daniel Industries Inc), Agreement and Plan (Emersub Lxxiv Inc)
Effective Time. As soon as practicable after on the -------------- satisfaction or, if permissible, waiver of the conditions set forth in Article VIIClosing Date, the parties hereto shall file a certificate of merger or certificate of ownership and merger cause the Merger to be consummated by filing with the Secretary of State of the State of DelawareDelaware a certificate of merger (the “Certificate of Merger”) in such form as required by, and take executed in accordance with, the relevant provisions of the DGCL and shall make all such other and further actions as may be filings or recordings required by law to make under the Merger effectiveDGCL. The Merger shall become effective at such time as the certificate Certificate of merger or certificate of ownership and merger Merger is duly filed with the such Secretary of State State, or at such later time as Parent and the Company shall agree and specify in the Certificate of the State of Delaware Merger (the "“Effective Time"”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pandion Therapeutics, Inc.), Agreement and Plan of Merger (Arqule Inc)
Effective Time. As soon as practicable after On the -------------- satisfaction or, if permissible, waiver of the conditions set forth in Article VIIClosing Date, the parties hereto shall duly file a certificate of merger or certificate of ownership and merger with the Secretary of State of the State of DelawareDelaware a certificate of merger (the “Certificate of Merger”), executed in accordance with the relevant provisions of the DGCL, and take shall make all such other and further actions as may be filings or recordings required by law to make under the Merger effectiveDGCL. The Merger shall become effective at such time as the certificate Certificate of merger or certificate of ownership and merger Merger is duly filed with the such Secretary of State of the State of Delaware Delaware, or at such other time as Parent and the Company shall agree and specify in the Certificate of Merger (the "time that the Merger becomes effective being the “Effective Time"”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Arbitron Inc), Agreement and Plan of Merger (Nielsen Holdings N.V.)
Effective Time. As soon as practicable after Contemporaneously with or immediately following the -------------- satisfaction or, if permissible, waiver of the conditions set forth in Article VIIClosing, the parties hereto shall (i) file a certificate of merger or certificate of ownership and merger with the Secretary of State of the State of DelawareDelaware a certificate of merger (the "Certificate of Merger") in such form as is required by, and take executed and acknowledged in accordance with, the DGCL, including Section 251 thereof, and (ii) make all such other and further actions as may be filings required by law under the DGCL to make effect the Merger effectiveMerger. The Merger shall become effective at such the time as the certificate Certificate of merger or certificate of ownership and merger Merger is duly filed with the Secretary of State of the State of Delaware Delaware, or such other time as is agreed upon by the parties and specified in the Certificate of Merger when so filed (the time the Merger becomes effective being hereinafter referred to as the "Effective Time").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Edison Schools Inc), Agreement and Plan of Merger (Edison Schools Inc)
Effective Time. As Subject to the provisions of this Agreement, as soon as practicable after on the -------------- satisfaction or, if permissible, waiver of the conditions set forth in Article VII, Closing Date the parties hereto shall file a certificate of merger or certificate of ownership and merger with the Secretary of State of the State of Delaware, and take all such other and further actions as may be required by law to make the Merger effective. The Merger shall become effective at such time as the certificate of merger or certificate of ownership and merger is duly filed with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with the relevant provisions of the DGCL (the "“Certificate of Merger”) and, as soon as practicable on or after the Closing Date, shall make all other filings or recordings required under the DGCL in connection with the Merger. The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time"”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Duratek Inc), Agreement and Plan of Merger (EnergySolutions, Inc.)
Effective Time. As soon as practicable on or after the -------------- satisfaction or, if permissible, waiver of the conditions set forth in Article VIIClosing, the parties hereto shall file will cause the Merger to be consummated by filing a certificate of merger or certificate of ownership and merger with the Secretary of State of the State of Delaware, in such form as required by, and take all such other and further actions as may be required by law to make executed in accordance with the Merger effectiverelevant provisions of, the DGCL (the “Certificate of Merger”). The Merger shall will become effective at such time as (the certificate “Effective Time”) upon filing and acceptance of merger or certificate the Certificate of ownership and merger is duly filed Merger with the Secretary of State of the State of Delaware (or at such later time as shall be agreed upon by the "Effective Time")Parent and the Company and specified in the Certificate of Merger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (BMC Software Inc), Agreement and Plan of Merger (Marimba Inc)
Effective Time. As soon as practicable after On the -------------- satisfaction orClosing Date, if permissible, waiver the Company shall file with the Secretary of State of the conditions set forth in Article VII, State of Delaware the parties hereto shall file a certificate of merger or certificate relating to the Merger (the “Certificate of ownership Merger”), executed and merger acknowledged in accordance with, and containing the information as is required by, the relevant provisions of the DGCL. The Merger shall become effective at the time that the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware, or at such later time as Parent and take all such other the Company shall agree and further actions as may be required by law to make specify in the Certificate of Merger (the time the Merger becomes effective. The Merger shall become effective at such time as , the certificate of merger or certificate of ownership and merger is duly filed with the Secretary of State of the State of Delaware (the "“Effective Time"”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tribune Media Co), Agreement and Plan of Merger (Nexstar Media Group, Inc.)
Effective Time. As Upon the terms and subject to the provisions of this Agreement, as soon as practicable after on the -------------- satisfaction or, if permissible, waiver of the conditions set forth in Article VIIClosing Date, the parties hereto shall file a certificate of merger or certificate of ownership and merger with the Secretary of State of the State of Delaware, and take all such other and further actions as may be required by law to make the Merger effective. The Merger shall become effective at such time as the certificate of merger or certificate of ownership and merger is duly filed with the Secretary of State of the State of Delaware a certificate of merger (the "“Certificate of Merger”), executed in accordance with the relevant provisions of the DGCL. The Merger shall become effective at the time 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 time as may be agreed by the parties in writing and specified in the Certificate of Merger (the time at which the Merger becomes effective being herein referred to as the “Effective Time"”).
Appears in 2 contracts
Samples: Voting Agreement (Straight Path Communications Inc.), Agreement and Plan of Merger (Straight Path Communications Inc.)
Effective Time. As soon as practicable after On the -------------- satisfaction orClosing Date, if permissible, waiver of the conditions set forth in Article VII, the parties hereto Vistana and Merger Sub shall file a certificate of merger relating to the Merger (the “Certificate of Merger”) 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 certificate recordings required under the DGCL. The Merger shall become effective at the time the Certificate of ownership and merger Merger shall have been duly filed with the Secretary of State of the State of Delaware, or such later time as ILG and take all such other Vistana shall agree and further actions as may be required by law to make specify in the Certificate of Merger effective. The Merger shall become effective at (such time as the certificate of merger or certificate of ownership and merger is duly filed with Merger becomes effective being the Secretary of State of the State of Delaware (the "“Effective Time"”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Starwood Hotel & Resorts Worldwide, Inc)
Effective Time. As soon On the Closing Date (or on such other date as practicable after the -------------- satisfaction or, if permissible, waiver of the conditions set forth in Article VIIParent and Company may agree), the parties hereto shall file a certificate of merger or certificate of ownership and merger with the Secretary of State of the State of Delaware, and take all such other and further actions as may be required by law to make the Merger effective. The Merger shall become effective at such time as the certificate of merger or certificate of ownership and merger is duly filed with the Secretary of State of the State of Delaware (the "Delaware State Secretary") a certificate of merger or, if applicable, a certificate of ownership and merger (as applicable, the "Certificate of Merger") meeting the requirements of the DGCL and any other appropriate documents, executed in accordance with the relevant provisions of the DGCL, and shall make all other filings or recordings required under the DGCL in connection with the Merger. The Merger shall become effective upon the filing of the Certificate of Merger with the Delaware State Secretary, or at such later time as is agreed to by Parent and Company and specified in the Certificate of Merger (the "Effective Time").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (AMH Holdings, Inc.), Agreement and Plan of Merger (Associated Materials Inc)
Effective Time. As soon as practicable after On the -------------- satisfaction or, if permissible, waiver of the conditions set forth in Article VIIClosing Date, the parties hereto Parties shall file cause a certificate of merger or certificate of ownership and merger with the Secretary of State of the State of Delaware, and take all such other and further actions as may be required by law respect to make the Merger effective. The Merger shall become effective at such time as (the certificate “Certificate of merger or certificate of ownership Merger”) to be duly executed and merger is duly filed with the Secretary of State of the State of Delaware (the "“Delaware Secretary”) as provided under the DGCL and make any other filings, recordings or publications required to be made by the Company, Merger Sub or Parent under the DGCL in connection with the Merger. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Delaware Secretary or on such later date and time as shall be agreed to by the Company and Parent and specified in the Certificate of Merger (such date and time being hereinafter referred to as the “Effective Time"”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (WHITEWAVE FOODS Co)
Effective Time. As soon as practicable after the -------------- satisfaction or, if permissible, waiver of the conditions set forth in Article VII, the parties hereto shall file a certificate of merger or certificate of ownership and merger with the Secretary of State of the State of Delaware, and take all such other and further actions as may be required by law to make the Merger effective. The Merger shall become effective at such time as the certificate of merger or certificate of ownership and merger merger, in the form attached hereto as Exhibit A, is duly filed with the Secretary of State of the State of Delaware or at such other time as specified in the certificate of merger (the "“Effective Time"”). The Constituent Companies agree that they will cause to be executed and filed or recorded any document or documents prescribed by the laws of the State of Delaware, and that they will cause to be performed all necessary acts within the State of Delaware and elsewhere to effectuate the Merger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Latham Group, Inc.), Agreement and Plan of Merger (Latham Group, Inc.)
Effective Time. As soon as practicable after Subject to the -------------- satisfaction orterms and conditions of this Agreement, if permissible, waiver of on the conditions set forth in Article VIIClosing Date, the parties hereto shall file a certificate of merger or certificate of ownership and merger with the Secretary of State of the State of Delaware, and take all such other and further actions as may cause to be required by law to make the Merger effective. The Merger shall become effective at such time as the certificate of merger or certificate of ownership and merger is duly filed with the Secretary of State of the State of Delaware (the "“Delaware Secretary”) a certificate of merger in customary form and substance and complying will the DGCL (the “Certificate of Merger”), and executed in accordance with, the relevant provisions of the DGCL. The Merger shall become effective as of the time of filing of the Certificate of Merger or, if a specific date and time is mutually agreed between the Company and Parent and specified in the Certificate of Merger, as of such specified date and time (such date and time, the “Effective Time"”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Yodlee Inc), Agreement and Plan of Merger (Envestnet, Inc.)
Effective Time. As soon On the Closing Date (or on such other date as practicable after Parent and the -------------- satisfaction or, if permissible, waiver of the conditions set forth in Article VIICompany may agree), the parties hereto shall file with the Secretary of State of Delaware a certificate of merger or or, if applicable, a certificate of ownership and merger and any other appropriate documents, executed in accordance with the Secretary relevant provisions of State the General Corporation Law of the State of Delaware, and take shall make all such other filings or recordings required under the General Corporation Law of the State of Delaware and further actions as may be required by other applicable law to make in connection with the Merger effectiveMerger. The Merger shall become effective at such time as upon the filing of the certificate of merger or or, if applicable, the certificate of ownership and merger is duly filed merger, with the Delaware Secretary of State of State, or at such later time as is mutually agreed by the State of Delaware parties and set forth therein (the "Effective Time").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Symbol Technologies Inc), Agreement and Plan of Merger (Symbol Technologies Inc)
Effective Time. As soon as practicable after At the -------------- satisfaction or, if permissible, waiver of the conditions set forth in Article VIIClosing, the parties hereto shall file a certificate of merger or certificate of ownership and merger 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 take all such other and further actions the LLC Act in the form attached hereto as may be required by law to make the Merger effective. Exhibit A. The Merger shall become effective at such time as the certificate Certificate of merger or certificate of ownership and merger Merger is duly filed with in the Secretary Department of State of the State of Delaware Delaware, or, if specified in the Certificate of Merger, at such other time as is permissible in accordance with the DGCL and LLC Act and as Merger Sub and the Company shall agree (the time the Merger becomes effective being the "Effective Time").
Appears in 1 contract
Effective Time. As soon as practicable after On the -------------- satisfaction or, if permissible, waiver of the conditions set forth in Article VIIClosing Date, the parties hereto Parent, the Sub and the Company shall file a certificate of merger or certificate of ownership and merger 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 take shall make all such other and further actions as may be filings or recordings required by law to make under the Merger effectiveDGCL. The Merger shall become effective at such time as the certificate Certificate of merger or certificate of ownership and merger Merger is duly filed with the such Secretary of State State, or at such other time as the Parent and the Company shall agree and specify in the Certificate of Merger (the State of Delaware (time the Merger becomes effective being the "Effective Time").
Appears in 1 contract
Samples: Agreement and Plan of Merger (Providence Service Corp)
Effective Time. As soon as practicable after Concurrently with the -------------- satisfaction or, if permissible, waiver of the conditions set forth in Article VIIClosing, the parties hereto shall file a with the Delaware Secretary the certificate of merger or certificate relating to the Merger (the “Certificate of ownership Merger”), in customary form and merger substance and executed in accordance with the Secretary of State relevant provisions of the State of Delaware, and take all such other and further actions as may be required by law to make the Merger effectiveDGCL. The Merger shall become effective at such the time as that the certificate Certificate of merger or certificate of ownership and merger is Merger have been duly filed with the Secretary Delaware Secretary, or at such later time as the Company and Parent shall agree and specify in the Certificate of State of the State of Delaware Merger (the "time the Merger becomes effective being the “Effective Time"”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Qlik Technologies Inc)
Effective Time. As soon as practicable after Concurrently with the -------------- satisfaction or, if permissible, waiver of the conditions set forth in Article VIIClosing, the parties hereto shall file a with the Delaware Secretary the certificate of merger or certificate relating to the Merger (the “Certificate of ownership Merger”), executed and merger filed in accordance with the Secretary of State applicable provisions of the State of Delaware, and take all such other and further actions as may be required by law to make the Merger effectiveDGCL. The Merger shall become effective at such the time as that the certificate Certificate of merger or certificate of ownership and merger is Merger has been duly filed with the Secretary Delaware Secretary, or at such later time as the Company and Parent may agree in writing and specify in the Certificate of State of the State of Delaware Merger (the "time the Merger becomes effective being the “Effective Time"”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Finjan Holdings, Inc.)
Effective Time. As soon as practicable after on the -------------- satisfaction or, if permissible, waiver of the conditions set forth in Article VIIClosing Date, the parties hereto shall Company will file a certificate of merger or certificate of ownership and merger with the Secretary of State of the State of DelawareDelaware a certificate of merger, in such form as is determined by the parties and take all such other and further actions as may be required by law to make in accordance with the Merger effectiveDGCL (the “Certificate of Merger”), executed in accordance with the relevant provisions of the DGCL. The Merger shall will become effective at such time as the certificate Certificate of merger or certificate of ownership and merger Merger is duly filed with the Secretary of State of the State of Delaware Delaware, or at such later time as is permissible in accordance with the DGCL and as the Parties may agree, as specified in the Certificate of Merger (the "time the Merger becomes effective, the “Effective Time"”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Calamos Asset Management, Inc. /DE/)
Effective Time. As Concurrently with, or as soon as practicable on the Closing Date, after the -------------- satisfaction or, if permissible, waiver of the conditions set forth in Article VIIClosing, the parties hereto shall file a certificate of merger or certificate of ownership and merger cause the Merger to be consummated by filing with the Secretary of State of the State of DelawareDelaware a certificate of merger (the “Certificate of Merger”) in such form as required by, and take executed in accordance with, the relevant provisions of the DGCL and shall make all such other and further actions as may be filings or recordings required by law to make under the Merger effectiveDGCL. The Merger shall become effective at such time as the certificate Certificate of merger or certificate of ownership and merger Merger is duly filed with the such Secretary of State State, or at such later time as Parent and the Company shall agree and specify in the Certificate of the State of Delaware Merger (the "“Effective Time"”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Audentes Therapeutics, Inc.)
Effective Time. As soon as practicable after In connection with the -------------- satisfaction or, if permissible, waiver of the conditions set forth in Article VIIClosing, the parties hereto shall file Parties will cause a certificate of merger or certificate merger, substantially in the form of ownership attached hereto as Exhibit C (the “Certificate of Merger”), to be executed and merger filed with the Secretary of State of the State of Delaware, Delaware in such form as mutually agreed and take all such other and further actions as may be required by law to and in accordance with the applicable provisions of the DGCL and shall make all other filings or recordings required under the Merger effectiveDGCL in connection with the Merger. The Merger shall become effective at such time as the certificate Certificate of merger or certificate of ownership and merger Merger is duly filed with the Secretary of State of the State of Delaware Delaware, unless Parent and the Company shall agree and specify a subsequent date or time (the "time at which the Merger becomes effective, the “Effective Time"”).
Appears in 1 contract
Effective Time. As soon as practicable after Subject to the -------------- satisfaction orprovisions of this Agreement, if permissibleParent, waiver of Merger Sub and the conditions set forth in Article VII, Company shall cause the parties hereto shall file Merger to be consummated by filing a certificate of merger or certificate of ownership and merger complying with the Secretary of State of the State of Delaware, and take all such other and further actions as may be required by law to make the Merger effective. The Merger shall become effective at such time as the certificate of merger or certificate of ownership and merger is duly filed DGCL with the Secretary of State of the State of Delaware (the "Certificate of Merger"), immediately following the Closing, provided that if the office of the Secretary of State is not open at such time, the certificate shall be filed as soon as possible thereafter. The Merger shall become effective upon such filing or at such time thereafter as the Parties shall agree and as shall be provided in the Certificate of Merger (the "Effective Time").
Appears in 1 contract
Effective Time. As soon as practicable after Subject to the -------------- satisfaction or, if permissible, waiver provisions of the conditions set forth in Article VIIthis Agreement, the parties hereto shall file a certificate of merger or certificate substantially in the form attached hereto as Exhibit A (the “Certificate of ownership and merger Merger”) executed in accordance with the Secretary of State relevant provisions of the State of Delaware, DGCL and take shall make all such other and further actions as may be filings or recordings required by law to make under the Merger effectiveDGCL on the Closing Date. The Merger shall become effective at such time as the certificate Certificate of merger or certificate of ownership and merger Merger is duly filed with the Delaware Secretary of State State, or at such later time as Acquiror, Acquisition Subsidiary and Cxxxx shall agree should be specified in the Certificate of the State of Delaware Merger (the "“Effective Time"”).
Appears in 1 contract
Effective Time. As soon as practicable after Subject to the -------------- satisfaction orprovisions of this Agreement, if permissible, waiver of upon the conditions set forth in Article VII, Closing Date the parties hereto shall file a certificate of merger or certificate other appropriate documents (in any such case, the "Certificate of ownership and merger Merger") executed in accordance with the Secretary of State relevant provisions of the State of Delaware, DGCL and take shall make all such other filings or recordings required under the DGCL and further actions as may be required by law to make the Merger effectiveother applicable law. The Merger shall become effective at such time as the certificate Certificate of merger or certificate of ownership and merger Merger is duly filed with the Delaware Secretary of State State, or at such other time specified in the Certificate of Merger as the State of Delaware Purchaser and the Company shall agree (the time the Merger becomes effective being hereinafter referred to as the "Effective Time").
Appears in 1 contract
Samples: Agreement and Plan of Merger (Blanch E W Holdings Inc)
Effective Time. As Upon the terms and subject to the provisions of this Agreement, as soon as practicable after on the -------------- satisfaction or, if permissible, waiver of the conditions set forth in Article VIIClosing Date, the parties hereto shall file a certificate of merger or or, if applicable, a certificate of ownership and merger with (the Secretary “Certificate of State of the State of Delaware, and take all such other and further actions as may be required by law to make the Merger effective. The Merger shall become effective at such time as the certificate of merger or certificate of ownership and merger is duly filed Merger”) 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. 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 other time as Parent and the Company shall agree in writing and shall specify in the Certificate of Merger (the time the Merger becomes effective being the “Effective Time"”).. Section 2.4
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sharps Compliance Corp)
Effective Time. As At or as soon as practicable after following the -------------- satisfaction or, if permissible, waiver of the conditions set forth in Article VIIClosing, the parties hereto shall file a certificate of merger or certificate of ownership and merger other appropriate documents with the Secretary of State of the State of Delaware, and take all such other and further actions as may be required by law Delaware with respect to make the Merger effectiveexecuted in accordance with the relevant provisions of the DGCL (the "Certificate of Merger"). The Merger shall become effective at such time as the certificate Certificate of merger or certificate of ownership and merger Merger is duly filed with the Secretary of State of Delaware or at such other time as Parent, Merger Sub and the State Company shall agree should be specified in the Certificate of Delaware Merger (the time the Merger becomes effective being referred to herein as the "Effective Time").
Appears in 1 contract
Samples: Agreement and Plan of Merger (Warrior Energy Services CORP)
