Common use of Effective Time Clause in Contracts

Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company will cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCL. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Merger Sub in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).

Appears in 17 contracts

Samples: Agreement and Plan of Merger (ProSight Global, Inc.), Agreement and Plan of Merger, Agreement and Plan of Merger (Petsmart Inc)

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Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company Partnership and Parent will cause a certificate of merger merger, executed in accordance with the relevant provisions of the Partnership Agreement, the DRULPA and the DLLCA (the “Certificate of Merger”) ), to be executed, acknowledged and duly filed with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCLDelaware. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company Partnership and Merger Sub Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).

Appears in 12 contracts

Samples: Agreement and Plan of Merger (Sprague Resources LP), Agreement and Plan of Merger (Ugi Corp /Pa/), Agreement and Plan of Merger (American Midstream Partners, LP)

Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on the ClosingClosing Date, the Company will cause parties shall file a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware executed in accordance with Section 251 the relevant provisions of the DGCL and, as soon as practicable on or after the Closing Date, shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Secretary of State of the State of Delaware Delaware, or at such later date or other time as may be agreed by Parent and the Company shall agree and Merger Sub in writing and specified shall specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “Effective Time”).

Appears in 8 contracts

Samples: Agreement and Plan of Merger (Epicor Software Corp), Agreement and Plan of Merger (Activant Solutions Inc /De/), Agreement and Plan of Merger (NextWave Wireless LLC)

Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company parties hereto will cause a certificate of merger merger, executed in accordance with the relevant provisions of the Partnership Agreement, the DRULPA and the DLLCA (the “Certificate of Merger”) ), to be executed, acknowledged and duly filed with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCLDelaware. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company Partnership and Merger Sub Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).

Appears in 7 contracts

Samples: Agreement and Plan of Merger (Phillips 66), Agreement and Plan of Merger (Phillips 66 Partners Lp), Agreement and Plan of Merger (Chevron Corp)

Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on the ClosingClosing Date, the Company will cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged and filed shall file with the Secretary of State of the State of Delaware the certificate of merger relating to the Merger (the “Certificate of Merger”), executed and acknowledged in accordance with Section 251 the relevant provisions of the DGCL. The Merger will shall become effective at such the time as that the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware Delaware, or at such later date or time as may be agreed by Parent and the Company shall agree and Merger Sub in writing and specified specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as becomes effective, the “Effective Time”).

Appears in 7 contracts

Samples: Agreement and Plan of Merger (Resource America, Inc.), Agreement and Plan of Merger (Team Inc), Agreement and Plan of Merger (Furmanite Corp)

Effective Time. Subject Upon the terms and subject to the provisions of this Agreement, at as soon as practicable on the ClosingClosing Date, the Company will cause parties shall file a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”), executed in accordance with Section 251 the relevant provisions of the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Delaware Secretary of State of the State of Delaware or at such later date or other time as may be agreed by Parent and the Company and Merger Sub shall agree in writing and specified shall specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “Effective Time”).

Appears in 6 contracts

Samples: Agreement and Plan of Merger (Rain Oncology Inc.), Agreement and Plan of Merger (Xylem Inc.), Agreement and Plan of Merger (Evoqua Water Technologies Corp.)

Effective Time. Subject to the provisions of this Agreement, at Contemporaneously with the Closing, the Company will parties hereto shall cause a certificate Certificate of merger Merger meeting the requirements of Section 251 of the DGCL (the “Certificate of Merger”) to be executed, acknowledged properly executed and filed with the Secretary of State of the State of Delaware in accordance with Section 251 the terms and conditions of the DGCL. The Merger will shall become effective at such the time as of filing of the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware in accordance with the DGCL, or at such later date or time as may be which the parties hereto shall have agreed by the Company upon and Merger Sub in writing and specified designated in the Certificate of Merger in accordance with the DGCL (as the effective time of the Merger being hereinafter referred to as (the “Effective Time”).

Appears in 5 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger, Agreement and Plan of Merger

Effective Time. Subject to the provisions of this Agreement, at (a) Concurrently with the Closing, the Company will Company, Buyer and Acquisition Sub shall cause a certificate of merger (the “Certificate of Merger”) with respect to the Merger to be executed, acknowledged executed and filed with the Secretary of State of the State of Delaware in accordance with Section 251 (the “Secretary of the DGCLState”) as provided under Delaware Law. The Merger will shall become effective on the date and time at such time as which the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later other date or and time as may be is agreed by between the Company and Merger Sub in writing parties and specified in the Certificate of Merger in accordance with the DGCL (the effective Merger, and such date and time of the Merger being is hereinafter referred to as the “Effective Time.).

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Digital Generation, Inc.), Agreement and Plan of Merger (Teva Pharmaceutical Industries LTD), Agreement and Plan of Merger (Teva Pharmaceutical Industries LTD)

Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on or after the ClosingClosing Date, the Company will cause parties shall file a certificate of merger or other appropriate documents (in any such case, the "Certificate of Merger") to be executed, acknowledged and filed with the Secretary of State of the State of Delaware executed in accordance with Section 251 the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Delaware Secretary of State of the State of Delaware State, or at such later date or other time as may be agreed by Sub and the Company and Merger Sub in writing and shall agree should be specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the "Effective Time").

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Octel Communications Corp), Agreement and Plan of Merger (Yurie Systems Inc), Agreement and Plan of Merger (Gidwitz Ronald J)

Effective Time. Subject Upon the terms and subject to the provisions conditions of this Agreement, at on the ClosingClosing Date, the Company will cause a certificate of merger (the “Certificate of Merger”) to shall be executed, acknowledged and filed with the Secretary of State of the State of Delaware with respect to the Merger (the “Certificate of Merger”), in such form as is required by, and executed in accordance with Section 251 with, the applicable provisions of the DGCL. The Merger will shall become effective at such the time as of filing of the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as the parties hereto may be agreed by the Company agree and Merger Sub in writing and specified as is provided in the Certificate of Merger in accordance with the DGCL (the effective Merger. The date and time of at which the Merger being hereinafter shall become so effective is herein referred to as the “Effective Time.).

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Acco Brands Corp), Agreement and Plan of Merger (Alltel Corp), Agreement and Plan of Merger (Verizon Communications Inc)

Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company parties hereto will cause a certificate of merger merger, executed in accordance with the relevant provisions of the Partnership Agreement, the DRULPA and the DLLCA (the “Certificate of Merger”) ), to be executed, acknowledged and duly filed with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCLDelaware. The Merger will become effective at such time as the Certificate of Merger Xxxxxx has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company Partnership and Merger Sub Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Green Plains Inc.), Agreement and Plan of Merger (Green Plains Partners LP), Agreement and Plan of Merger (Holly Energy Partners Lp)

Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on the ClosingClosing Date, the Company will parties shall cause the Merger to be consummated by filing a certificate of merger or other appropriate documents (in any such case, the "Certificate of Merger") to be executed, acknowledged and filed with the Secretary of State of the State of Delaware executed in accordance with Section 251 the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Secretary of State of the State of Delaware Delaware, or at such later subsequent date or time as may be agreed by Sub and the Company shall agree and Merger Sub in writing and specified specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the "Effective Time").

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Williams Companies Inc), Agreement and Plan of Merger (Mapco Inc), Agreement and Plan of Merger (Salomon Inc)

Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company will cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCL. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by MergerCo and the Company and Merger Sub in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Theragenics Corp), Agreement and Plan of Merger (Michas Alexis P), Agreement and Plan of Merger (Aramark Corp/De)

Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on or after the ClosingClosing Date, the Company will cause parties shall file a certificate of merger or other appropriate documents (in any such case, the "Certificate of Merger") to be executed, acknowledged and filed with the Secretary of State of the State of Delaware executed in accordance with Section 251 the relevant provisions of the DGCLDGCL and shall make all other filings or recordings required under the DGCL and other applicable law. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Delaware Secretary of State of the State of Delaware State, or at such later date or other time as may be agreed by the Company and Merger Sub in writing and specified in the Certificate of Merger in accordance with as Sub and the DGCL Company shall agree (the effective time of the Merger becomes effective being hereinafter referred to as the "Effective Time").

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Chase Venture Capital Associates L P), Agreement and Plan of Merger (Johnson & Johnson), Agreement and Plan of Merger (Johnson & Johnson)

Effective Time. Subject Upon the terms and subject to the provisions of this Agreement, at as soon as practicable on the ClosingClosing Date, the Company will cause parties shall file a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”), executed in accordance with Section 251 the relevant provisions of the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Delaware Secretary of State of the State of Delaware or at such later date or other time as may be agreed by the Company VMware and Merger Sub Pivotal shall agree in writing and specified shall specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “Effective Time”).

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Pivotal Software, Inc.), Agreement and Plan of Merger (Dell Technologies Inc), Agreement and Plan of Merger (Vmware, Inc.)

Effective Time. Subject Upon the terms and subject to the provisions conditions of this Agreement, at as promptly as practicable after the ClosingClosing and on the Closing Date, Purchaser and the Company will cause a certificate of merger (the “Certificate of Merger”) to be duly prepared, executed, acknowledged and filed with the Secretary of State of the State of Delaware (the “Secretary of State”) as provided in accordance with Section 251 of the DGCL. The Merger will shall become effective on the date and at such the time as when the Certificate of Merger has been duly filed with the Secretary of State of or, subject to the State of Delaware or at DGCL, such later date or other time as may be is agreed upon by the Company and Merger Sub in writing parties and specified in the Certificate of Merger in accordance with the DGCL (the effective Merger, and such time of the Merger being is hereinafter referred to as the “Effective Time.).

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Petrohawk Energy Corp), Agreement and Plan of Merger (Patina Oil & Gas Corp), Agreement and Plan of Merger (Mission Resources Corp)

Effective Time. Subject to the provisions of this Agreement, at At the Closing, the Company will parties hereto shall cause the Merger to be consummated by filing a certificate of merger in the form attached hereto as Exhibit A (the “Certificate of Merger”) to be executed), acknowledged with the Secretary of State of the State of Delaware, in accordance with the terms and conditions of the DGCL. The Merger shall become effective at the time that the Certificate of Merger is filed with and accepted by the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCL. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware , or at such later date or time as may be which the parties hereto shall have agreed by the Company and Merger Sub in writing and specified in the Certificate of Merger in accordance with the DGCL (as the effective time of the Merger being hereinafter referred to as (the “Effective Time”).

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Fulgent Genetics, Inc.), Agreement and Plan of Merger (Accolade, Inc.), Agreement and Plan of Reorganization (Twilio Inc)

Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on the ClosingClosing Date, the Company will cause parties shall file a certificate of merger as contemplated by the DGCL (the “Certificate of Merger”) to be executed), acknowledged and filed together with any required related certificates, with the Secretary of State of the State of Delaware Delaware, in such form as required by, and executed in accordance with Section 251 of with, the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the such Secretary of State of on the State of Delaware Closing Date, or at such later date or time as may be agreed by Parent and the Company shall agree and Merger Sub in writing and specified specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as Merger. As used herein, the “Effective Time”)” shall mean the time at which the Merger shall become effective.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Audible Inc), Agreement and Plan of Merger (GCP Sunshine Acquisition, Inc. A Delaware Corp), Agreement and Plan of Merger (Amazon Com Inc)

Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company will parties shall cause the Merger to be consummated by filing a certificate of merger (the "Certificate of Merger") to be executed, acknowledged and filed with the Secretary of State of the State of Delaware executed in accordance with Section 251 the relevant provisions of the DGCLDGCL and shall make all other filings or recordings required under the DGCL to effectuate the Merger. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Secretary of State of the State of Delaware Delaware, or at such later subsequent date or time as may be agreed by Parent and the Company shall agree and Merger Sub in writing and specified specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the "Effective Time").

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Ford Gerald J), Agreement and Plan of Merger (Golden State Bancorp Inc), Agreement and Plan of Merger (Citigroup Inc)

Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company will shall cause a certificate of merger in connection with the Merger (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with Section 251 the applicable provisions of the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Merger Sub in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter herein referred to as the “Effective Time”).

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Enerflex Ltd.), Agreement and Plan of Merger (Exterran Corp), Agreement and Plan of Merger (Canadian National Railway Co)

Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on or after the ClosingClosing Date, the Company will cause parties shall execute and file a certificate of merger or other appropriate documents (in any such case, the “Certificate of Merger”"CERTIFICATE OF MERGER") to be executed, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with Section 251 the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Delaware Secretary of State of the State of Delaware State, or at such later date or other time as may be agreed by Sub and the Company and Merger Sub in writing and shall agree should be specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “Effective Time”"EFFECTIVE TIME").

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Quarterdeck Corp), Agreement and Plan of Merger (Quarterdeck Corp), Agreement and Plan of Merger (Symantec Corp)

Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on or after the ClosingClosing Date, the Company will cause parties shall file a certificate of merger or other appropriate documents (in any such case, the "Certificate of Merger") to be executed, acknowledged and filed with the Secretary of State of the State of Delaware executed in accordance with Section 251 the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Delaware Secretary of State of the State of Delaware State, or at such later date or other time as may be agreed by Parent and the Company and Merger Sub in writing and shall agree should be specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the "Effective Time").

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Johnson & Johnson), Agreement and Plan of Merger (Unison Software Inc), Agreement and Plan of Merger (International Business Machines Corp)

Effective Time. (a) Subject to the provisions of this Agreement, at the Closing, the Company ETP will cause a certificate of merger merger, executed in accordance with the relevant provisions of the DRULPA and DLLCA (the “Certificate of Merger”) ), in such form as necessary to effect the Merger and to change the name of the Surviving Entity to “Energy Transfer, LP”, to be executed, acknowledged and duly filed with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCLDelaware. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company SXL and Merger Sub ETP in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Sunoco Logistics Partners L.P.), Agreement and Plan of Merger (Energy Transfer Partners, L.P.), Agreement and Plan of Merger

Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company will shall cause a certificate of merger (the “Certificate of Merger”) to be duly executed, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Merger Sub Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Asta Funding Inc), Agreement and Plan of Merger (Cornerstone Therapeutics Inc), Agreement and Plan of Merger (Dell Inc)

Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company Partnership GP will cause a certificate of merger merger, executed in accordance with the relevant provisions of the Partnership Agreement, the DRULPA and the DLLCA (the “Certificate of Merger”) ), to be executed, acknowledged and duly filed with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCLDelaware. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company Partnership and Merger Sub Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).

Appears in 3 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger, Agreement and Plan of Merger (Valero Energy Partners Lp)

Effective Time. Subject to the provisions of this Agreement, at At the Closing, after the satisfaction or waiver of each of the conditions set forth in Article VI, Acquiror, Merger Sub and the Company will shall cause a certificate of merger (the Certificate of Merger”) Merger to be executed, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with Section 251 the relevant provisions of the DGCL. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed to by Acquiror and the Company and Merger Sub in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to herein as the “Effective Time”).

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Cirrus Logic, Inc.), Agreement and Plan of Merger (Sailpoint Technologies Holdings, Inc.), Agreement and Plan of Merger (Sailpoint Technologies Holdings, Inc.)

Effective Time. Subject Upon the terms and subject to the provisions conditions of this Agreement, at on the ClosingClosing Date, the Company will cause a certificate of merger (the “Certificate of Merger”) to shall be executed, acknowledged and filed with the Secretary of State of the State of Delaware with respect to the Merger (the “Certificate of Merger”), in such form as is required by, and executed in accordance with Section 251 with, the applicable provisions of the DGCL, respectively. The Merger will shall become effective at such the time as of filing of the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as the parties hereto may be agreed by the Company agree and Merger Sub in writing and specified as is provided in the Certificate of Merger in accordance with the DGCL (the effective Merger. The date and time of at which the Merger being hereinafter shall become so effective is herein referred to as the “Effective Time.).

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Georgia Gulf Corp /De/), Agreement and Plan of Merger (PPG Industries Inc), Agreement and Plan of Merger (Georgia Gulf Corp /De/)

Effective Time. Subject to the provisions of this the Agreement, at as soon as practicable on or after the ClosingClosing Date, the Company will cause parties shall file a certificate of merger or other appropriate documents (in any such case, the "Certificate of Merger") to be executed, acknowledged and filed with the Secretary of State of the State of Delaware executed in accordance with Section 251 the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Delaware Secretary of State of the State of Delaware State, or at such later date or other time as may be agreed by Sub and the Company and Merger Sub in writing and shall agree should be specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the "Effective Time").

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Peak Technologies Group Inc), Agreement and Plan of Merger (Integrated Health Services Inc), Kirkwood Acquisition Corp

Effective Time. Subject to On the provisions of this Agreement, at the ClosingClosing Date, the Company will shall cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Secretary of State of the State of Delaware Delaware, or at such later date or time as may be agreed by Parent and the Company and Merger Sub in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective such time of as the Merger being hereinafter becomes effective is referred to herein as the “Effective Time”).

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Hallwood Group Inc), Agreement and Plan of Merger (Hallwood Trust /Tx/), Agreement and Plan of Merger (Venoco, Inc.)

Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company will AMID shall cause a certificate of merger effecting the Merger, executed in accordance with the relevant provisions of the DRULPA and the DLLCA (the “Certificate of Merger”) ), to be executed, acknowledged and duly filed with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCLDelaware. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company SXE and Merger Sub AMID in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).

Appears in 3 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Southcross Energy Partners, L.P.), Agreement and Plan of Merger (American Midstream Partners, LP)

Effective Time. Subject to the provisions of this --------------- Agreement, at as soon as practicable on or after the ClosingClosing Date, the Company will cause parties shall file a certificate of merger or other appropriate documents (in any such case, the "Certificate of Merger") to be executed, acknowledged and filed with the Secretary of State of the State of Delaware executed in accordance with Section 251 the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Delaware Secretary of State of the State of Delaware State, or at such later date or other time as may be agreed by Sub and the Company and Merger Sub in writing and shall agree should be specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the "Effective Time").

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Curtis Helene Industries Inc /De/), Agreement and Plan of Merger (Curtis Helene Industries Inc /De/), Agreement and Plan of Merger (Conopco Acquisition Co Inc)

Effective Time. Subject to the provisions of this Agreement, at the Closing, Purchaser and the Company will shall cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by Purchaser and the Company and Merger Sub in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Stiefel Laboratories, Inc.), Agreement and Plan of Merger (Barrier Therapeutics Inc)

Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company will cause a certificate of merger merger, executed in accordance with the relevant provisions of the DLLCA (the “Certificate of Merger”) to be executed, acknowledged and duly filed with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCLDelaware. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Merger Sub Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Copano Energy, L.L.C.), Agreement and Plan of Merger (Kinder Morgan Energy Partners L P)

Effective Time. Subject to the provisions of this Agreement, at on or prior to the ClosingClosing Date, the Company will cause duly execute and file a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCL. The Merger will become effective at such time as when the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later other subsequent date or time as may be agreed by the Parent and the Company may agree and Merger Sub in writing and specified specify in the Certificate of Merger in accordance with the DGCL (the effective date and time of the Merger being hereinafter referred to as becomes effective, the “Effective Time”).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Interactive Data Holdings Corp), Agreement and Plan of Merger (Interactive Data Corp/Ma/)

Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company parties hereto will cause a certificate of merger merger, executed in accordance with the relevant provisions of the Partnership Agreement, the DRULPA and the DLLCA (the “Certificate of Merger”) ), to be executed, acknowledged and duly filed with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCLDelaware. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or and time as may be agreed by the Company Partnership and Merger Sub Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Shell Midstream Partners, L.P.), Agreement and Plan of Merger (BP Midstream Partners LP)

Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on or after the ClosingClosing Date, the Company will cause parties shall file a certificate of merger or other appropriate documents (in any such case, the "Certificate of Merger") to be executed, acknowledged and filed with the Secretary of State of the State of Delaware executed in accordance with Section 251 the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Delaware Secretary of State of the State of Delaware State, or at such later subsequent date or time as may be agreed by the Company DWD and Merger Sub in writing MS shall agree and specified specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the "Effective Time").

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Dean Witter Discover & Co), Agreement and Plan of Merger (Morgan Stanley Group Inc /De/)

Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on or after the ClosingClosing Date, the Company will cause parties shall file a certificate of merger or other appropriate documents (in any such case, the "Certificate of Merger") to be executed, acknowledged and filed with the Secretary of State of the State of Delaware executed in accordance with Section 251 the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Delaware Secretary of State of the State of Delaware State, or at such later date or other time as may be agreed by the Company CBI and Merger Sub in writing IXC shall agree and specified specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the "Effective Time").

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Cincinnati Bell Inc /Oh/), Agreement and Plan of Merger (Trustees of General Electric Pension Trust)

Effective Time. Subject to the provisions of this Agreement, at on the ClosingClosing Date (as defined in Section 1.3), the Company will cause a certificate of merger parties shall (i) file the appropriate Certificate of Merger”) to be executed, acknowledged Merger in such form as is required by and filed with the Secretary of State of the State of Delaware executed in accordance with Section 251 the relevant provisions of the DGCL and (ii) make all other filings or recordings required under the DGCL. The Merger will become effective at such time as the Certificate of Merger has been is duly filed with the Secretary of State of the State of Delaware Delaware, or at such later subsequent date or time as may be agreed by the Company and Merger Sub in writing agree and specified specify in the Certificate of Merger in accordance with the DGCL (the effective such time of the Merger being hereinafter referred to as the "Effective Time").

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Middleby Corp), Agreement and Plan of Merger (Turbochef Technologies Inc)

Effective Time. Subject Upon the terms and subject to the provisions conditions of this Agreement, at as promptly as practicable after the ClosingClosing and on the Closing Date, Parent and the Company will cause a certificate of merger (the “Certificate of Merger”) to be duly prepared, executed, acknowledged and filed with the Secretary of State of the State of Delaware (the “Secretary of State”) as provided in accordance with Section 251 of the DGCL. The Merger will shall become effective on the date and at such the time as when the Certificate of Merger has been duly filed with the Secretary of State of or, subject to the State of Delaware or at DGCL, such later date or other time as may be is agreed upon by the Company and Merger Sub in writing parties and specified in the Certificate of Merger in accordance with the DGCL (the effective Merger, and such time of the Merger being is hereinafter referred to as the “Effective Time.).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (KCS Energy Inc), Agreement and Plan of Merger (Petrohawk Energy Corp)

Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on the ClosingClosing Date, the Company will and Merger Sub shall file or cause to be filed a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”) with respect to the Merger, in such form as required by, and executed and acknowledged in accordance with Section 251 with, the relevant provisions of the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware becomes effective or at such later other date or and time as may be agreed by the Company and Merger Sub in writing and specified set forth in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (MEMSIC Inc), Agreement and Plan of Merger (Idg-Accel China Growth Fund Ii L P)

Effective Time. Subject to the provisions of this Agreement, at the Merger Closing, the Company and Merger Sub will cause a certificate of merger (the Certificate of Merger”) Merger to be executed, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with Section 251 the relevant provisions of the DGCL. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Merger Sub Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Everest Merger Sub, Inc.), Agreement and Plan of Merger (Sport Chalet Inc)

Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company will cause a certificate of merger or certificate of ownership and merger, as applicable (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with Section 251 the relevant provisions of the DGCL. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Merger Sub in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Third Wave Technologies Inc /Wi), Agreement and Plan of Merger (Hologic Inc)

Effective Time. Subject to the provisions of this Agreement, at the Closing, Purchaser and the Company will cause a certificate of merger in a form reasonably acceptable to Purchaser and the Company (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCL as soon as practicable on or after the Closing Date, and make any and all other filings or recordings required under the DGCL. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by Purchaser and the Company and Merger Sub in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (American Fiber Systems, Inc.), Agreement and Plan of Merger (Fibernet Telecom Group Inc\)

Effective Time. Subject to the provisions of terms and conditions set forth in this Agreement, at on the ClosingClosing Date, the Company will Parties shall cause a certificate of merger merger, in substantially the form attached hereto as Exhibit D (the “Certificate of Merger”) ), to be executed, acknowledged executed and filed with the Secretary of State of the State of Delaware in accordance with Section 251 the applicable provisions of the DGCL. The Merger will shall become effective at such the time as that the Certificate of Merger has been duly filed with is accepted for filing by the Secretary of State of the State of Delaware or at such later date or and time as may be agreed by the Company and Merger Sub in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to herein as the “Effective Time”).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Priority Technology Holdings, Inc.), Agreement and Plan of Merger (Priority Technology Holdings, Inc.)

Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company will cause a certificate of merger effecting the Merger, executed in accordance with the relevant provisions of the DRULPA and the DLLCA (the “Certificate of Merger”) to be executed, acknowledged and duly filed with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCLDelaware. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company JPE and Merger Sub AMID in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (JP Energy Partners LP), Agreement and Plan of Merger (American Midstream Partners, LP)

Effective Time. Subject to the provisions of this Agreement, at the Closing, Closing the Company will cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged and filed parties hereto shall file with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with Section 251 with, and in such form as is required by, the relevant provisions of the DGCLDGCL with respect to the Merger (the “Certificate of Merger”). The Merger will shall become effective at such time as upon the acceptance of the Certificate of Merger has been duly filed with by the Secretary of State of the State of Delaware or at such later date or time as may be is agreed to in writing by the Company and Merger Sub in writing parties hereto and specified in the Certificate of Merger in accordance with the DGCL (the effective time of at which the Merger being hereinafter becomes effective is herein referred to as the “Effective Time”).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Asset Acceptance Capital Corp), Agreement and Plan of Merger (Encore Capital Group Inc)

Effective Time. Subject to As soon as practicable following, and on the provisions of this Agreementdate of, at the Closing, the Company Spinco and Merger Sub will cause a certificate of merger relating to the Merger (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in accordance with Section 251 of the DGCL. The Merger will shall become effective at such the time as when the Certificate of Merger has been duly filed with and accepted by the Secretary of State of the State of Delaware or at such later date or and time as may be agreed by the Company and Merger Sub Parties in writing and specified in the Certificate of Merger but in accordance with any event after the DGCL Charter Amendment Effective Time (the effective time of the Merger being hereinafter referred to as such date and time, the “Effective Time”).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Discovery, Inc.), Agreement and Plan of Merger (At&t Inc.)

Effective Time. Subject Upon the terms and subject to the provisions of conditions set forth in this Agreement, at the Closing, the Buyer and the Company will cause a certificate Certificate of merger Merger (the “Certificate of Merger”) to be executed, acknowledged executed and filed with the Secretary of State of the State of Delaware (the “Secretary of State”) in such form as required by and in accordance with Section 251 the applicable provisions of the DGCL. The Merger will shall become effective at such (the “Effective Time”) upon (i) the date and time as the Certificate of Merger has been duly filed with the Secretary of State of in accordance with the State of Delaware DGCL, or at (ii) such later date or time other time, if any, as may be agreed by the Company parties shall agree and Merger Sub in writing and specified specify in the Certificate of Merger in accordance with the DGCL (the effective time Merger. The filing of the Certificate of Merger being hereinafter referred to shall be made as soon as practicable on the “Effective Time”)Closing Date.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Montage Resources Corp), Agreement and Plan of Merger (Southwestern Energy Co)

Effective Time. Subject to the provisions of this Agreement, at (i) Concurrently with the Closing, the Company will shall cause a certificate of merger with respect to the Company Merger (the “Company Merger Certificate of Merger”) to be executed, acknowledged executed and filed with the Delaware Secretary of State of the State of Delaware in accordance with Section 251 of as provided under the DGCL. The Company Merger will shall become effective on the date and at such the time as at which the Company Merger Certificate of Merger has been duly filed with the Delaware Secretary of State of the State of Delaware or at such later other date or and time as may be is agreed by between the Company and Merger Acquisition Sub in writing and specified in the Company Merger Certificate of Merger in accordance with the DGCL (the effective such date and time of the Merger being hereinafter herein referred to as the “Company Merger Effective Time”).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Ares Capital Corp), Agreement and Plan of Merger (American Capital, LTD)

Effective Time. Subject to the provisions of this Agreement, at At the Closing, the Company and Parent will cause the Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCL. The Merger will shall become effective at such the time as when the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Merger Sub Parties in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (American Renal Associates Holdings, Inc.), Agreement and Plan of Merger (American Renal Associates Holdings, Inc.)

Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company will shall cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Merger Sub in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Envision Healthcare Corp), Agreement and Plan of Merger (CST Brands, Inc.)

Effective Time. Subject to the provisions of this Agreement, at on the Closing, Closing Date the Company will cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged and filed parties shall file with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger"), executed in accordance with Section 251 the relevant provisions of the DGCL, and shall make all other filings or recordings required under the DGCL in order to effect the Merger. The Merger will shall become effective at such time as upon the filing of the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or other time as may be is agreed by the Company and Merger Sub in writing parties hereto and specified in the Certificate of Merger in accordance with the DGCL (the effective time of at which the Merger becomes fully effective being hereinafter referred to as the "Effective Time"); provided, that the Merger and the Dexter Merger shall occur simultaneously.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Life Technologies Inc), Agreement and Plan of Merger (Dexter Corp)

Effective Time. Subject to the provisions of this Agreement, at on the ClosingClosing Date, the Company will cause and Acquisition Sub shall file a certificate of merger (the "Certificate of Merger") to be executed, acknowledged and filed with the Secretary of State of the State of Delaware executed in accordance with Section 251 the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Delaware Secretary of State of the State of Delaware State, or at such later date or subsequent time as may be agreed by the Trust and the Company shall agree and Merger Sub in writing and as is specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the "Effective Time").

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Republic Group Inc), Agreement and Plan of Merger (Republic Group Inc)

Effective Time. Subject to the provisions of this Agreement, at on the Closing Date, substantially concurrently with the Closing, the Company ARRIS and Merger Sub will cause a certificate Certificate of merger Merger with respect to the Merger (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with Section 251 the relevant provisions of the DLLCA and the DGCL. The Merger will shall become effective at such the time as when the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed upon by the Company and Merger Sub parties hereto in writing and specified set forth in the Certificate of Merger in accordance with the DLLCA and the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).

Appears in 2 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Arris Group Inc)

Effective Time. Subject to the provisions of this Agreement, at the Closingclosing, the Company will parties shall cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with Section 251 the relevant provisions of the DGCL and shall make all other filings and recordings required under the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company Trooper and Merger Sub Ranger in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Tornier N.V.), Agreement and Plan of Merger (Wright Medical Group Inc)

Effective Time. Subject to the provisions of this Agreement, at At the Closing, the Company will cause a certificate of merger (the "Certificate of Merger") shall be duly prepared and executed by the Surviving Corporation and thereafter delivered to be executed, acknowledged and filed with the Secretary of State of the State of Delaware (the "Secretary of State") for filing, as provided in accordance with Section 251 of the DGCL, on, or as soon as practicable after, the Closing Date. The Merger will shall become effective at such the time as of the filing of the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware State, or at such later date or time as may be agreed by Siemens and the Company and Merger Sub in writing and specified stated in the Certificate of Merger in accordance with the DGCL (the effective date and time of the Merger such filing (or stated later time, if any) being hereinafter referred to herein as the "Effective Time").

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Siemens Aktiengesellschaft), Agreement and Plan of Merger (Entex Information Services Inc)

Effective Time. Subject to the provisions of this Agreement, at on the ClosingClosing Date, Parent and the Company will cause file a certificate of merger as contemplated by the DGCL (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware Delaware, in such form as required by, and executed in accordance with Section 251 of with, the DGCL. The Merger will become effective at such time as the Certificate of Merger has been is duly filed with the such Secretary of State of the State of Delaware on the Closing Date, or at such later date or time as may be agreed by Parent and the Company may agree and Merger Sub in writing and specified specify in the Certificate of Merger Merger. As used in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as this Agreement, the “Effective Time”)” means the time at which the Merger becomes effective.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Gebr. Knauf Verwaltungsgesellschaft Kg), Agreement and Plan of Merger (Usg Corp)

Effective Time. Subject to On the provisions of this Agreement, at the ClosingClosing Date, the Company will shall cause the Merger to be consummated by executing, delivering and filing a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with Section 251 the relevant provisions of the DGCLDGCL and other applicable Delaware Law. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Secretary of State of the State of Delaware Delaware, or at such later date or time as may be agreed by Parent and the Company and Merger Sub in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective such time of as the Merger being hereinafter becomes effective is referred to herein as the “Effective Time”).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Thermo Fisher Scientific Inc.), Agreement and Plan of Merger (Dionex Corp /De)

Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on or after the ClosingClosing Date, the Company will cause parties shall file a certificate of merger or other appropriate documents (in any such case, the "Certificate of Merger") to be executed, acknowledged and filed with the Secretary of State of the State of Delaware executed in accordance with Section 251 the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as the Delaware Secretary of State accepts the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware for record, or at such later subsequent date or time as may be agreed by the Company Discount and Merger Sub in writing Hi/Lo shall agree and specified specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the "Effective Time").

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Hi Lo Automotive Inc /De), Agreement and Plan of Merger (Discount Auto Parts Inc)

Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company CTI and NICOYA will cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with Section 251 the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will become effective at such time as upon the filing of the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Merger Sub in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time provisions of §253 of the DGCL. The date and time when the Merger being hereinafter will become effective is herein referred to as the “Effective Time.).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Coya Therapeutics, Inc.), Agreement and Plan of Merger (Coya Therapeutics, Inc.)

Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on the ClosingClosing Date, the Company will parties shall cause the Merger to be consummated by filing a certificate of merger or other appropriate documents (the "Certificate of Merger") to be executed, acknowledged and filed executed in accordance with the relevant provisions of the DGCL with the Secretary of State of the State of Delaware in accordance with Section 251 of and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with and accepted by the Secretary of State of the State of Delaware Delaware, or at such later subsequent date or time as may be agreed by the Company AIC and Merger Sub in writing CAX shall agree and specified specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the "Effective Time").

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Commercial Assets Inc), Agreement and Plan of Merger (Asset Investors Corp)

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Effective Time. Subject to the provisions terms of this Agreement, at the ClosingBLUE MOOSE, the Company MERGER SUB and LIQTECH will cause the Merger to be consummated by causing, on the Closing Date, a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged executed in accordance with the relevant provisions of the DGCL and filed with the Delaware Secretary of State of the State of Delaware in accordance with Section 251 of the DGCLState. The Merger will shall become effective on the later of (a) the time at such time as which the Certificate of Merger has been is duly filed with the Delaware Secretary of State of the State of Delaware State, or at (b) such later date or other time as may be is agreed upon by the Company and Merger Sub in writing parties and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Blue Moose Media Inc), Agreement and Plan of Merger (Blue Moose Media Inc)

Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on or after the ClosingClosing Date, the Company will cause Parties shall file a certificate Certificate of merger Merger (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware executed in accordance with Section 251 the relevant provisions of the DGCLDelaware Corporation Law and shall make all other filings or recordings required under the Delaware Corporation Law. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Delaware Secretary of State of the State of Delaware State, or at such later date or other time as may TCI and Prospect Global shall agree should be agreed by the Company and Merger Sub in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to herein as the “Effective Time”).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Prospect Global Resources Inc.), Agreement and Plan of Merger (Prospect Global Resources Inc.)

Effective Time. Subject to the provisions of terms and conditions set forth in this Agreement, at a Certificate of Merger (the Closing, "Merger Certificate") shall be duly executed by the Company will cause a certificate and thereafter delivered to the Secretary of merger State of the State of Delaware for filing pursuant to the DGCL on the Closing Date (as defined in Section 1.3). The Merger shall become effective at such time as the Merger Certificate of Merger”) to be executed, acknowledged and is duly filed with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCL. The Merger will become effective at DGCL or such later time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by Parent and the Company may agree upon and Merger Sub in writing and specified set forth in the Merger Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to herein as the "Effective Time").

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Carr Gottstein Foods Co), Agreement and Plan of Merger (Safeway Inc)

Effective Time. Subject to the provisions of this Agreement, at upon the Closing, the Company will cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged and filed Merger Sub shall file with the Secretary of State of the State of Delaware a certificate of merger, executed, acknowledged and filed in accordance with Section 251 the relevant provisions of the DGCLDGCL (the “Certificate of Merger”). The Merger will shall become effective at such the time as when the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware Delaware, or at such later date or time as may be is agreed to by the Company and Merger Sub in writing parties hereto and specified in the Certificate of Merger in accordance with the DGCL (the effective time of at which the Merger being hereinafter becomes effective is herein referred to as the “Effective Time”).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Autoinfo Inc), Agreement and Plan of Merger (NationsHealth, Inc.)

Effective Time. (a) Subject to the provisions terms and conditions of this AgreementPlan, at on or before the ClosingClosing Date, the Company parties will execute and cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in accordance with Section 251 252 of the DGCLDGCL and a certificate of merger to be filed with the Secretary of State of the State of New York as provided in Section 907 of the NYCBL. The Merger will become effective at such time as the Certificate such certificates of Merger has merger have been duly filed with the Secretary of State of the State of Delaware filed, or at such later date or other time as may be agreed by the Company specified therein. The date and Merger Sub in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of at which the Merger being hereinafter becomes effective is herein referred to as the “Effective Time.).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (People's United Financial, Inc.), Agreement and Plan of Merger (Smithtown Bancorp Inc)

Effective Time. Subject to the provisions of this Agreement, at the Closing, Purchaser and the Company will cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCL. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by Purchaser and the Company and Merger Sub in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Hampshire Group LTD), Agreement and Plan of Merger (Naf Holdings Ii, LLC)

Effective Time. Subject to On the provisions of this Agreement, at Closing Date and contemporaneously with the Closing, the Company will and Merger Sub shall cause to be filed with the Secretary of State of the State of Delaware (the “Secretary of State”) a certificate of merger (the “Certificate of Merger”) to be executedexecuted and acknowledged in accordance with, acknowledged and filed with containing such information as is required by, the Secretary of State relevant provisions of the State of Delaware DGCL in accordance with Section 251 of order to effect the DGCLMerger. The Merger will shall become effective at such the time as the Certificate of Merger has been is duly filed with the Secretary of State of the State of Delaware or at such later date or and time as may be is agreed upon in writing by the Company and Merger Sub in writing parties and specified in the Certificate of Merger in accordance with the DGCL (the effective such date and time of the Merger being hereinafter referred to as shall become effective, the “Effective Time”).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (National General Holdings Corp.), Agreement and Plan of Merger (Allstate Corp)

Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company parties hereto will cause a certificate of merger merger, executed in accordance with the relevant provisions of the Partnership Agreement, the DRULPA and the DGCL (the “Certificate of Merger”) ), to be executed, acknowledged and duly filed with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCLDelaware. The Merger will become effective at such time as the Certificate of Merger Xxxxxx has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company Partnership and Merger Sub Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Rattler Midstream Lp), Agreement and Plan of Merger (Rattler Midstream Lp)

Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on the ClosingClosing Date, the Company will parties shall cause a certificate of merger (the “Certificate of Merger”) Merger to be executed, acknowledged and filed consummated by filing with the Secretary of State of the State of Delaware a Certificate of Merger (the “Certificate of Merger”), duly executed and completed in accordance with Section 251 the relevant provisions of the DGCL, and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at on such time on the Closing Date as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may shall be agreed by Parent and the Company and Merger Sub in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective such time of as the Merger becomes effective being hereinafter referred to as the “Effective Time”).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Markit Ltd.), Agreement and Plan of Merger (IHS Inc.)

Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company Partnership will cause a certificate of merger merger, executed in accordance with the relevant provisions of the DRULPA and the DLLCA (the Certificate of Merger) to be executed, acknowledged and duly filed with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCLDelaware. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company Partnership and Merger Sub Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the Effective TimeTime ”).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (MPLX Lp), Agreement and Plan of Merger (Marathon Petroleum Corp)

Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on or after the ClosingClosing Date, the Company will cause parties shall file a certificate of merger or other appropriate documents (in any such case, the "Certificate of Merger") to be executed, acknowledged and filed with the Secretary of State of the State of Delaware executed in accordance with Section 251 the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Delaware Secretary of State of the State of Delaware or at such later subsequent date or time as may be agreed by Parent and the Company shall agree and Merger Sub in writing and specified specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the "Effective Time").

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Tejas Inc), Agreement and Plan of Merger (Tejas Inc)

Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company Partnership will cause a certificate of merger merger, executed in accordance with the relevant provisions of the DRULPA and the DLLCA (the “Certificate of Merger”) to be executed, acknowledged and duly filed with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCLDelaware. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company Partnership and Merger Sub Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Markwest Energy Partners L P), Agreement and Plan of Merger

Effective Time. Subject to the provisions As a part of this Agreement, at the Closing, the Company will and CEH LLC shall cause a certificate of merger (the Certificate of Merger”) Merger to be executed, acknowledged properly executed and filed with the Secretary of State of the State of Delaware in accordance with Section 251 the terms and conditions of the DGCLDGCL and shall take all such other and further actions as may be required by applicable Law to make the Merger effective as promptly as practicable. The Merger will shall become effective at such the time as that the Certificate of Merger has been duly is filed with the Secretary of State of the State of Delaware in accordance with the DGCL or at such later date or and time as may be agreed by the Company and Merger Sub in writing and is specified in the Certificate of Merger in accordance with the DGCL (the effective such time of the Merger and date being hereinafter referred to herein as the "Effective Time").

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization and Merger (Aurora Foods Inc /De/), Agreement and Plan of Reorganization and Merger (Sea Coast Foods, Inc.)

Effective Time. Subject to the provisions of this Agreement, at the Closing, each of the Company will cause and Merger Sub shall file a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged and filed with the Delaware Secretary of State of and make all other filings or recordings required by the State of Delaware DGCL in accordance connection with Section 251 of the DGCLMerger. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Delaware Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Merger Sub in writing Parent and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (L3harris Technologies, Inc. /De/), Agreement and Plan of Merger (Aerojet Rocketdyne Holdings, Inc.)

Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on the ClosingClosing Date, the Company will cause parties shall execute and acknowledge a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged and filed file it with the Secretary of State of the State of Delaware in accordance with Section 251 the relevant provisions of the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Secretary of State of the State of Delaware Delaware, or at such later subsequent date or time as may be agreed by the Company and Merger Acquisition Sub in writing shall agree and specified specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “Effective Time”).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Bway Corp), Agreement and Plan of Merger (JLM Industries Inc)

Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company will cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCL. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by Parent and the Company and Merger Sub in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to herein as the “Effective Time”).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Jarden Corp), Agreement and Plan of Merger (K2 Inc)

Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on or after the ClosingClosing Date, the Company will cause parties shall file a certificate of merger or other appropriate documents (in any such case, the "Certificate of Merger") to be executed, acknowledged and filed with the Secretary of State of the State of Delaware executed in accordance with Section 251 the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Delaware Secretary of State of the State of Delaware State, or at such later subsequent date or time as may be agreed by the Company Parent and Merger Sub in writing Target shall agree and specified specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the "Effective Time").

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Exactis Com Inc), Agreement and Plan of Merger (24/7 Media Inc)

Effective Time. Subject to the provisions of this Agreement, at Concurrently with the Closing, the Company will and Merger Sub I shall cause to be filed with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) to be executed), acknowledged executed and filed with in accordance with, and containing such information as is required by, the Secretary of State relevant provisions of the State of Delaware DGCL in accordance with Section 251 of order to effect the DGCLMerger. The Merger will shall become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such other, later date or and time as may be is agreed by between the Company and Merger Sub in writing Parties and specified in the Certificate of Merger in accordance with the relevant provisions of the DGCL (the effective such date and time of the Merger being is hereinafter referred to as the “Effective Time”).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Coherent Inc), Agreement and Plan of Merger (Lumentum Holdings Inc.)

Effective Time. Subject Upon the terms and subject to the provisions conditions of this Agreement, at on the Closing, Closing Date (or on such other date as the Company parties may agree) the Purchaser will cause a file with the Delaware Secretary of State the appropriate certificate of merger (the "Certificate of Merger") and make all other fillings or recordings required by the DGCL to be executed, acknowledged and filed with consummate the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCLMerger. The Merger will become effective at be consummated on the later of the date on which the Certificates of Merger have been filed with the Delaware Secretary of State or such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be is agreed upon by the Company and Merger Sub in writing parties and specified in such Certificates of Merger. The time the Certificate of Merger becomes effective in accordance with the DGCL (the effective time of the Merger being hereinafter is referred to in this Agreement as the "Effective Time”)."

Appears in 1 contract

Samples: Agreement and Plan of Merger (Janus Hotels & Resorts Inc)

Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company will Company, Parent, and Merger Sub shall cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged and filed with the Delaware Secretary of State of and make all other filings or recordings required by the State of Delaware DGCL in accordance connection with Section 251 of the DGCLMerger. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Delaware Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Merger Sub in writing Parent and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).

Appears in 1 contract

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

Effective Time. Subject to the provisions of terms and conditions set forth in this Agreement, at on the ClosingClosing Date, a Certificate of Merger substantially in the Company will cause a certificate form of merger Exhibit A (the “Certificate of Merger”) shall be duly executed and acknowledged by Buyer and thereafter delivered to be executed, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCLfor filing. The Merger will shall become effective at such time as a properly executed copy of the Certificate of Merger has been is duly filed with the Secretary of State of the State of Delaware or at such later date or time as Parent and the Stockholders may be agreed by the Company agree upon and Merger Sub in writing and specified as set forth in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to herein as the “Effective Time”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Customer Acquisition Network Holdings, Inc.)

Effective Time. Subject to As soon as practicable after the provisions of this Agreement, at the ClosingClosing (as defined below), the Company will Company, Purchaser and Merger Sub shall cause a certificate of merger (the “Certificate of Merger”) Merger to be executedconsummated by executing, acknowledged acknowledging and filed filing with the Secretary of State of the State of Delaware a Certificate of Merger in accordance with the provisions of Section 251 252(c) of the DGCLDGCL (the “Certificate of Merger”). The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Secretary of State of the State of Delaware Delaware, or at such later date or time as may be agreed by the Company and Merger Sub in writing and specified in the Certificate of Merger as agreed to by the parties hereto, in accordance with the DGCL (the effective time provisions of the DGCL. The time at which the Merger being hereinafter becomes effective is referred to herein as the “Effective Time.).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Powersecure International, Inc.)

Effective Time. Subject to the provisions terms of this Agreement, at the ClosingRME, the Company MERGER SUB and SANUWAVE will cause the Merger to be consummated by causing, on the Closing Date, a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged executed in accordance with the relevant provisions of the DGCL and filed with the Delaware Secretary of State of the State of Delaware in accordance with Section 251 of the DGCLState. The Merger will shall become effective on the later of (a) the time at such time as which the Certificate of Merger has been is duly filed with the Delaware Secretary of State of the State of Delaware State, or at (b) such later date or other time as may be is agreed upon by the Company and Merger Sub in writing parties and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Rub Music Enterprises, Inc.)

Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on the ClosingClosing Date, the Company will cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged and filed Stratasys shall file with the Secretary of State of the State of Delaware the certificate of merger relating to the Merger (the “Certificate of Merger”), executed in accordance with Section 251 the relevant provisions of the DGCL. The Merger will shall become effective at such the time as that the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware Delaware, or at such later date or time as may be agreed by the Company Stratasys and Merger Sub in writing Objet shall agree and specified specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “Effective Time”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Stratasys Inc)

Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company will cause a certificate of merger satisfying the applicable requirements of the DGCL (the “Certificate of Merger”) to shall be executedduly executed by the Company, acknowledged and and, simultaneously with or as soon as practicable following the Closing, filed with the Secretary of State of the State of Delaware in accordance with Section 251 (the “Secretary of the DGCLState”). The Merger will shall become effective at such upon the date and time as of the filing of the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware State, or at such later date or and time as may be agreed by the Company and Merger Sub in writing Parent may agree and specified specify in the Certificate of Merger in accordance with the DGCL (the effective Merger. The date and time of the Merger being hereinafter becomes effective is referred to in this Agreement as the “Effective Time.).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Clubcorp Inc)

Effective Time. Subject to the provisions of terms and conditions set forth in this Agreement, at on the ClosingClosing Date (or such other date as Parent and the Company may agree), the Company will Parties shall cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged executed and filed with the Secretary of State of the State of Delaware in such form as required by, and in accordance with Section 251 of applicable provisions of, the DGCLDRULPA. The Merger will shall become effective at such the time as that the Certificate of Merger has been duly filed with is accepted for filing by the Secretary of State of the State of Delaware or at such later date or and time as may be agreed by the Company and Merger Sub in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to herein as the “Effective Time”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sovran Self Storage Inc)

Effective Time. Subject to the provisions terms and conditions of this Agreement, at as soon as practicable during the Closing, the Merger Sub and the Company will shall cause the Merger to be consummated by filing all necessary documentation, including a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in accordance with Section 251 of the DGCL. The Merger will shall become effective at such the time as that the Certificate of Merger has been is duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be is agreed to by the Company and Merger Sub in writing parties hereto and specified in the Certificate of Merger in accordance with the DGCL (the effective time of at which the Merger being hereinafter becomes effective is herein referred to as the “Effective Time”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Air Methods Corp)

Effective Time. Subject to the provisions of this Agreement, at Promptly after the Closing, the Company parties hereto will cause a certificate of merger with respect to the Merger (the "Certificate of Merger") to be executed, acknowledged executed and filed with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been duly is filed with the Secretary of State of the State of Delaware in accordance with the DGCL, or at such later date or time as may be agreed to by the Parent and the Company and Merger Sub in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective applicable law. The date and time of when the Merger being hereinafter shall become effective is referred to herein as the "Effective Time”)".

Appears in 1 contract

Samples: Agreement and Plan of Merger (Red Lion California LTD Partnership)

Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company will cause a certificate of merger (the "Certificate of Merger") to shall be duly prepared, executed, acknowledged and filed with the Secretary of State of the State of Delaware by NATC in accordance with Section 251 the relevant provisions of the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Secretary of State of the State of Delaware Delaware, or at such later date or subsequent time as may be agreed by the Company and Merger Sub in writing and NATC shall agree should be specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter herein referred to as the "Effective Time").

Appears in 1 contract

Samples: Agreement and Plan of Merger (North Atlantic Trading Co Inc)

Effective Time. Subject to the provisions of this Agreement, at the Closing, MiNT and the Company will shall cause the Merger to be consummated by filing a certificate of merger (the "Certificate of Merger") to be executed, acknowledged and filed with the Secretary of State of the State of Delaware (the "Secretary") in such form as required by, and executed in accordance with Section 251 with, the relevant provisions of the DGCL, as soon as practicable on or after the Closing Date (as hereinafter defined). The Merger will shall become effective at upon the filing of such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed in writing by MiNT and the Company and Merger Sub in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “"Effective Time").

Appears in 1 contract

Samples: Merger Agreement and Plan of Reorganization (Regal Acquisitions Inc/Ny)

Effective Time. Subject to the provisions terms and conditions of this Agreement, at the Closing, Merger shall become effective as set forth in the Company will cause a certificate of merger relating thereto (the "Certificate of Merger") to that shall be executed, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with Section 251 of (the DGCL"Delaware Secretary") on the Closing Date. The term "Effective Time" shall be the date and time when the Merger will become effective at such time becomes effective, as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Merger Sub in writing and specified set forth in the Certificate of Merger Merger. The Effective Time shall occur immediately after the Time of Distribution (as defined in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”Distribution Agreement).

Appears in 1 contract

Samples: Agreement and Plan of Merger (General Binding Corp)

Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company will cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCL. The Merger will become effective at such time as the Certificate of Merger Xxxxxx has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Merger Sub in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).

Appears in 1 contract

Samples: __________________________________________________________________________________________________________________________ Agreement and Plan of Merger (Ceridian Corp /De/)

Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on the ClosingClosing Date, the Company will cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged and filed parties shall file with the Secretary of State of the State of Delaware the certificate of merger relating to the Merger (the "Certificate of Merger"), executed and acknowledged in accordance with Section 251 the relevant provisions of the DGCLDLLCA. The Merger will shall become effective at such the time as that the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware Delaware, or at such later date or time as may be agreed by the Company Ticketmaster and Merger Sub in writing Live Nation shall agree and specified specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the "Effective Time").

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ticketmaster Entertainment, Inc.)

Effective Time. Subject Upon the terms and subject to the provisions conditions of this Agreement, at on the ClosingClosing Date, the Company will cause a certificate of merger (the “Certificate of Merger”) to shall be executed, acknowledged and filed with the Secretary of State of the State of Delaware with respect to the Merger (the "Certificate of Merger"), in such form as is required by, and executed in accordance with Section 251 with, the applicable provisions of the DGCL. The Merger will shall become effective at such the time as of filing of the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as the parties hereto may be agreed by the Company agree and Merger Sub in writing and specified as is provided in the Certificate of Merger in accordance with the DGCL (the effective Merger. The date and time of at which the Merger being hereinafter shall become so effective is herein referred to as the "Effective Time”)."

Appears in 1 contract

Samples: Agreement and Plan of Merger (Fairpoint Communications Inc)

Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company will parties hereto shall cause the Merger to be consummated by executing and filing a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCL. The Merger will become effective at such date and time as the Certificate of Merger has been duly filed with and accepted for recording by the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Merger Sub Buyer in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Curagen Corp)

Effective Time. Subject to the provisions of this Agreement, at on or prior to the ClosingClosing Date, the Company will cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged executed and filed with the Secretary of State of the State of Delaware as provided in accordance with Section 251 of the DGCL. The Merger will become effective at such time as when the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware (provided, that it is not filed prior to the Closing Date) or at such later other subsequent date or time as may be agreed by LEC and the Company may agree and Merger Sub in writing and specified specify in the Certificate of Merger in accordance with the DGCL (the effective date and time of the Merger being hereinafter referred to as becomes effective, the “Effective Time”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (LightBeam Electric Co)

Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company and Merger Sub will cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCL. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Merger Sub in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Varian Medical Systems Inc)

Effective Time. Subject to the provisions of this Agreement, at on the Closing, Closing Date the Company will cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged and filed shall file with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with Section 251 with, and in such form as is required by, the relevant provisions of the DGCLDGCL with respect to the Merger (the “Certificate of Merger”) and the parties hereto shall make all other filings or recordings required under the DGCL to effectuate the Merger. The Merger will shall become effective at such time as upon the filing of the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be is agreed to by the Company and Merger Sub in writing parties hereto and specified in the Certificate of Merger in accordance with the DGCL (the effective time of at which the Merger becomes effective being hereinafter referred to herein as the “Effective Time”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Talen Energy Supply, LLC)

Effective Time. Subject to the provisions terms and conditions of this Agreement, at on the ClosingClosing Date, the Company will and Purchaser shall file or cause to be filed (a) a certificate of merger containing such information as is required by the relevant provisions of the CBCA in order to effect the Merger with the Secretary of State of the State of Connecticut (the “Connecticut Certificate of Merger”) and (b) a certificate of merger containing such information as is required by the relevant provisions of the DGCL in order to be executed, acknowledged and filed effect the Merger with the Secretary of State of the State of Delaware in accordance with Section 251 (the “Delaware Certificate of the DGCLMerger”). The Merger will shall become effective at such time as is specified in the Connecticut Certificate of Merger has been duly filed with and the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Merger Sub in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as such time, the “Effective Time”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (People's United Financial, Inc.)

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