Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date the parties shall file with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL (the “Certificate of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).
Appears in 13 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Graham Holdings Co), Agreement and Plan of Merger (SmartPros Ltd.)
Effective Time. Subject to the provisions terms of this Agreement, as soon as practicable the parties shall prior to the Closing Date, prepare, and on the Closing Date the parties shall Date, execute and file or cause to be filed with the Secretary of State of the State of Delaware a Delaware, the certificate of mergermerger with respect to the Merger (the “Certificate of Merger”), in such form as required by, and executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL (the “Certificate date and time of Merger”). The Merger shall become effective upon the such filing of the Certificate of Merger Merger, or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (and as is agreed by the time at which the Merger becomes effective is herein referred to as parties hereto, the “Effective Time”).
Appears in 10 contracts
Samples: Agreement and Plan of Merger (PARETEUM Corp), Agreement and Plan of Merger (Ipass Inc), Agreement and Plan of Merger (Qlogic Corp)
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date the parties shall file with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, with the relevant provisions of the DGCL (the “Certificate of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Zale Corp), Agreement and Plan of Merger (STR Holdings (New) LLC), Agreement and Plan of Merger (Wheeling Pittsburgh Corp /De/)
Effective Time. Subject to the provisions of this Agreement, As promptly as soon as practicable possible on the Closing Date Date, the parties to this Agreement shall file with the Secretary of State of the State of Delaware (the "DELAWARE SECRETARY OF STATE") a certificate of merger, executed in accordance with, and merger (the "CERTIFICATE OF MERGER") in such form as is required by, the relevant provisions by and executed in accordance with Section 251 of the DGCL (the “Certificate of Merger”)DGCL. The Merger shall become effective upon the filing of when the Certificate of Merger has been filed with the Delaware Secretary of State or at such later subsequent time as is agreed to by Parent and the parties hereto Company shall agree and specified specify in the Certificate of Merger (the date and time at which that the Merger becomes effective is herein referred to as effective, the “Effective Time”"EFFECTIVE TIME").
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Omnicare Inc), Agreement and Plan of Merger (Omnicare Inc), Agreement and Plan of Merger (NCS Healthcare Inc)
Effective Time. Subject to Before the provisions of this AgreementClosing, as soon as practicable the parties shall prepare, and on the Closing Date Date, the parties shall file a certificate of merger or other appropriate documents in a form reasonably agreed between the parties (in any such case, the “Certificate of Merger”) with the Delaware Secretary of State of the State of Delaware, executed in accordance with the relevant provisions of the DGCL, and the parties shall make all other filings or recordings required under the DGCL. The Merger shall become effective upon the due filing of the Certificate of Merger with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL (the “Certificate of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger or at such later subsequent time as is agreed to by or date at the parties hereto and time specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Cyclo Therapeutics, Inc.), Agreement and Plan of Merger (Applied Molecular Transport Inc.), Agreement and Plan of Merger (Cyclo Therapeutics, Inc.)
Effective Time. Subject to the provisions terms and subject to the conditions of this Agreement, as soon as practicable on the Closing Date the parties Company and Merger Sub shall file cause the Merger to be consummated by filing the Certificate of Merger with the Secretary of State of the State of Delaware a certificate of mergerDelaware, executed in accordance with, and in such form as is required by, with the relevant applicable provisions of the DGCL (the “Certificate time of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger such filing, or at such later time as is may be agreed to in writing by the parties hereto Company and Parent and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as Merger, being the “Effective Time”).
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Revolution Medicines, Inc.), Agreement and Plan of Merger (CM Life Sciences III Inc.), Agreement and Plan of Merger (CM Life Sciences II Inc.)
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date Date, the parties shall file a certificate of merger (the "Certificate of Merger") executed in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL to effectuate the Merger. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL (the “Certificate of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger or at such later other subsequent date or time as is agreed to upon by the parties hereto and specified in the Certificate of Merger (the Merger, such time at which the Merger becomes effective is herein being referred to herein as the “"Effective Time”)."
Appears in 5 contracts
Samples: Agreement and Plan of Merger (SBC Communications Inc), Agreement and Plan of Merger (Tier Technologies Inc), Agreement and Plan of Merger (Unigraphics Solutions Inc)
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date Date, a certificate of merger (the parties "Certificate of Merger") shall file be properly executed and duly filed with the Secretary of State of the State of Delaware a certificate of merger, executed as provided in accordance with, and in such form as is required by, the relevant provisions of the DGCL (the “Certificate of Merger”)DGCL. The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by with the parties hereto and specified in Secretary of State of the Certificate State of Merger Delaware (the time at which the Merger becomes effective is herein referred to as the “"Effective Time”").
Appears in 4 contracts
Samples: Agreement and Plan of Merger (K N Energy Inc), Agreement and Plan of Merger (Morgan Associates Inc), Agreement and Plan of Merger (Cyber Dialogue Inc)
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on On the Closing Date Date, the parties shall execute and file with in the office of the Secretary of State of the State of Delaware a certificate of merger, merger (the "Certificate of Merger") executed in accordance with, and in such form as is required by, the relevant provisions of with the DGCL (and shall make all other filings or recordings, if any, required under the “Certificate of Merger”)DGCL. The Merger shall become effective upon at the time of filing of the Certificate of Merger Merger, or at such later time as is agreed to upon by the parties hereto and specified in the Certificate of Merger set forth therein (the such time at which as the Merger becomes effective is herein referred to herein as the “"Effective Time”").
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Capricorn Investors Iii L P), Agreement and Plan of Merger (Alltel Corp), Agreement and Plan of Merger (360 Communications Co)
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date the parties shall file with the Secretary of State of the State of Delaware a certificate of merger (or, if applicable, a certificate of ownership and merger), executed in accordance with, and in such form as is required by, with the relevant provisions of the DGCL (the “Certificate of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Verizon Communications Inc), Agreement and Plan of Merger (Terremark Worldwide Inc.), Agreement and Plan of Merger (Quixote Corp)
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date Date, the parties Parties shall file a certificate of merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware a certificate of mergerwith respect to the Merger, executed in accordance with, and in such form as is required by, and executed and acknowledged in accordance with the relevant provisions of the DGCL (the “Certificate of Merger”)DGCL. The Merger term "Effective Time" shall become effective upon be the time when the filing of the Certificate of Merger becomes effective or at such later other date and time as is may be agreed to by Parent and the parties hereto Company prior to the Closing Date and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”)Merger.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (China Security & Surveillance Technology, Inc.), And Restated Agreement and Plan of Merger (China Security & Surveillance Technology, Inc.), Agreement and Plan of Merger (China Security & Surveillance Technology, Inc.)
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on On the Closing Date Date, the parties shall execute and file with in the office of the Secretary of State of the State of Delaware a certificate of merger, merger (a "Certificate of Merger") executed in accordance withwith the DGCL and shall make all other filings or recordings, and in take such form other and further action as is may be required by, the relevant provisions of under the DGCL (in connection with the “Certificate of Merger”). The Merger shall become effective upon at the time of filing of the Certificate of Merger Merger, or at such later time as is agreed to upon by the parties hereto and specified in the Certificate of Merger set forth therein (the such time at which as the Merger becomes effective is herein referred to herein as the “"Effective Time”").
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Clear Channel Communications Inc), Agreement and Plan of Merger (SFX Entertainment Inc), Agreement and Plan of Merger (Amfm Inc)
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on or after the Closing Date Date, the parties shall (i) file a certificate of merger with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is (ii) make all other filings or recordings required by, the relevant provisions of by the DGCL (in connection with the “Certificate of Merger”). The Merger shall become effective upon at such time as the filing certificate of merger is duly filed with the Secretary of State of the Certificate State of Merger Delaware or at such later other time as is agreed to by the parties hereto and specified in the Certificate certificate of Merger merger (the time at which the Merger becomes effective is herein referred to as the “"Effective Time”").
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Blue Dolphin Energy Co), Plan and Agreement of Merger (American Resources Offshore Inc), Plan and Agreement of Merger (Blue Dolphin Energy Co)
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date the parties shall file with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL merger (the “Certificate of Merger”)) satisfying the applicable requirements of the DGCL and duly executed in accordance with the relevant provisions of the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Liposcience Inc), Agreement and Plan of Merger (Medtox Scientific Inc), Agreement and Plan of Merger (Orchid Cellmark Inc)
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date the parties shall file with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL merger (the “Certificate of Merger”), executed in accordance with the relevant provisions of the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Magellan Holdings, Inc.), Agreement and Plan of Merger (Borland Software Corp), Agreement and Plan of Merger (Blue Martini Software Inc)
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date the parties shall file a certificate of merger with the Secretary of State of the State of Delaware a certificate of mergerDelaware, executed in accordance with, and in such form as is required by, with the relevant provisions of the DGCL (the “Certificate of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Jda Software Group Inc), Agreement and Plan of Merger (I2 Technologies Inc), Agreement and Plan of Merger (Somera Communications Inc)
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date Date, the parties shall file with the Secretary a Certificate of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form Merger as is required by, the relevant provisions of contemplated by the DGCL (the “Certificate of Merger”), together with any required related Certificates, with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with the relevant provisions of, the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware or at such later date and time as the Company and Parent may agree upon and as is agreed to by the parties hereto and specified set forth in the such Certificate of Merger (the time at which the Merger becomes effective is herein referred to as such time, the “Effective Time”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Pxre Group LTD), Agreement and Plan of Merger (Pxre Group LTD), Agreement and Plan of Merger (Argo Group International Holdings, Ltd.)
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date the parties shall file with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, with the relevant provisions of the DGCL LLCA (the “Certificate of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Susser Holdings CORP), Agreement and Plan of Merger (Susser Holdings CORP)
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date or as soon thereafter as is practicable the parties Parties shall file cause the Merger to become effective by executing and filing in accordance with the DGCL a certificate of merger with the Secretary of State of the State of Delaware a certificate in substantially the form of merger, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL Exhibit B attached hereto (the “Certificate of Merger”). The Merger shall become effective upon , the filing date and time of the Certificate of Merger such filing, or at such later date and time as is may be agreed to upon by the parties hereto Parties and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein therein, being hereinafter referred to as the “Effective Time.”).
Appears in 3 contracts
Samples: Employment Agreement (Document Security Systems Inc), Agreement and Plan of Merger (Vringo Inc), Agreement and Plan of Merger (Paradigm Genetics Inc)
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date Date, the parties Parties shall file a certificate of merger (the “Certificate of Merger”) executed in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall become effective at such time (the “Effective Time”) as the Certificate of Merger is filed with the Secretary of State of the State of Delaware a certificate of mergerDelaware, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL (the “Certificate of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger or at such later subsequent date or time as is agreed to by Parent and the parties hereto Company shall agree and specified specify in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”)Merger.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Unify Corp), Agreement and Plan of Merger (Warp Technology Holdings Inc), Agreement and Plan of Merger (Warp Technology Holdings Inc)
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date the parties shall file will cause the Merger to be consummated by filing an appropriate certificate of merger (the "CERTIFICATE OF MERGER") with the Secretary of State of the State of Delaware a certificate of mergerin such form as required by, and executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL as soon as practicable on or after the Closing Date (the “Certificate of Merger”as defined in Section 2.3 below). The Merger shall will become effective upon the such filing of the Certificate of Merger or at such later time thereafter as is agreed to by the parties hereto and specified provided in the Certificate of Merger (the time at which "EFFECTIVE TIME," and the Merger becomes effective is herein referred to as date of such effectiveness shall be the “Effective Time”"EFFECTIVE DATE").
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Shorewood Packaging Corp), Agreement and Plan of Merger (International Paper Co /New/), Agreement and Plan of Merger (International Paper Co /New/)
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date Date, the parties shall file a certificate of merger (the “Certificate of Merger”) executed in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL to effectuate the Merger. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL (the “Certificate of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger or at such later other subsequent date or time as is agreed to upon by the parties hereto and specified in the Certificate of Merger (the Merger, such time at which the Merger becomes effective is herein being referred to herein as the “Effective Time.”).
Appears in 3 contracts
Samples: Escrow Agreement (Golden State Vintners Inc), Escrow Agreement (Golden State Vintners Inc), Agreement and Plan of Merger (Golden State Vintners Inc)
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date Date, the parties shall prepare and execute a certificate of merger (the “Certificate of Merger”) in accordance with the relevant provisions of the DGCL, and the Surviving Corporation shall file the same with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL (the “Certificate of Merger”)Delaware. The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware or at such later subsequent time or date as is agreed to by Parent and the parties hereto Company shall agree and specified specify in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (NightHawk Radiology Holdings Inc), Agreement and Plan of Merger (Viking Holdings LLC), Agreement and Plan of Merger (Virtual Radiologic CORP)
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on at the Closing Date Closing, the parties Company shall file a certificate of merger in the form attached hereto as Exhibit C with the Secretary of State of the State of Delaware a certificate of mergerDelaware, executed in accordance with, and in such form as is required by, with the relevant provisions of the DGCL (the “Certificate of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto Parties and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (BCTG Acquisition Corp.), Agreement and Plan of Merger (Mountain Crest Acquisition Corp II), Agreement and Plan of Merger (Rodgers Silicon Valley Acquisition Corp)
Effective Time. Subject to At the provisions of this AgreementClosing, as soon as practicable on the Closing Date the parties shall file a certificate of merger relating to the Merger (the “Certificate of Merger”) in such form as is required by, and executed in accordance with, the relevant provisions of the DGCL. The Merger shall become effective at such time the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL (the “Certificate of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger or at such later subsequent time as is agreed to by the parties hereto Anthem and Cigna shall agree and as shall be specified in the Certificate of Merger (the date and time at which the Merger becomes effective is herein referred to as being the “Effective Time”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Cigna Corp), Agreement and Plan of Merger (Anthem, Inc.)
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on -------------- at the Closing Date Closing, the parties shall file cause the Merger to be consummated by filing with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL (the “Certificate of Merger”)Merger and shall make all other filings or recordings required under the DGCL. The Merger shall become effective upon at the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Legato Systems Inc), Agreement and Plan of Merger (Legato Systems Inc), Agreement and Plan of Merger (Otg Software Inc)
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date Date, the parties shall acknowledge and file a certificate of merger (the "Certificate of Merger") executed in accordance with the relevant provisions of the DGCL. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware a certificate of mergerDelaware, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL (the “Certificate of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger or at such later subsequent date or time as is agreed to by the parties hereto Company and specified Parent shall agree and specify in the Certificate of Merger (the time at which the Merger becomes effective is herein being hereinafter referred to as the “"Effective Time”").
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Elite Information Group Inc), Agreement and Plan of Merger (Elite Information Group Inc), Agreement and Plan of Merger (Elite Information Group Inc)
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on On the Closing Date Date, the parties shall file a certificate of merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, and executed in accordance with, the relevant provisions of the DGCL (and shall make all other filings or recordings required by applicable law in connection with the “Certificate of Merger”). The Merger shall become effective upon the filing of at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware or at such later date or time as is agreed to upon by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein being hereinafter referred to as the “"Effective Time”").
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Kaye Group Inc), Agreement and Plan of Merger (Hub International LTD), Agreement and Plan of Merger (Hub International LTD)
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on following the Closing Date Closing, the parties shall file with the Secretary of State of the State of Delaware a certificate of merger, executed and acknowledged in accordance with, and in such form as is required by, the relevant provisions with Section 251 of the DGCL (the “Certificate of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Cascadian Therapeutics, Inc.), Agreement and Plan of Merger (Seattle Genetics Inc /Wa)
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date the parties Surviving Company shall file with the Secretary of State of the State of Delaware a certificate of merger, in substantially the form attached hereto as Exhibit A, executed in accordance with, and in such form as is required by, with the relevant provisions of the DGCL (the “Certificate of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Geo Group Inc), Agreement and Plan of Merger (Cornell Companies Inc), Agreement and Plan of Merger (Cornell Companies Inc)
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date Date, the parties Parties shall file or cause to be filed a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware a certificate of mergerwith respect to the Merger, executed in accordance with, and in such form as is required by, and executed and acknowledged in accordance with, the relevant provisions of the DGCL (the “Certificate of Merger”)DGCL. The Merger term “Effective Time” shall become effective upon be the time when the filing of the Certificate of Merger becomes effective or at such later other date and time as is agreed to by the parties hereto and specified may be set forth in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”)Merger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Zhongpin Inc.), Agreement and Plan of Merger (Zhongpin Inc.)
Effective Time. Subject to the provisions of this Agreement, as soon promptly as practicable on after the Closing Date Closing, the parties hereto shall file cause the Merger to be consummated by filing a Certificate of Merger and any related filings required under the DCL with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL (the “Certificate of Merger”)Delaware. The Merger shall become effective upon the filing of the Certificate of Merger at such time as such documents are duly filed as aforesaid, or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger such documents (the time at which the Merger becomes effective is herein referred to as the “"Effective Time”").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (American Tower Corp /Ma/), Agreement and Plan of Merger (Omniamerica Inc)
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on On the Closing Date Date, the parties shall execute and file with in the office of the Secretary of State of the State of Delaware a certificate of merger, merger (a "Certificate of Merger") executed in accordance with, and in such form as is required by, the relevant provisions of with the DGCL (the “Certificate of Merger”)and shall make all other filings or recordings, if any, required under DGCL. The Merger shall become effective upon at the time of filing of the Certificate of Merger Merger, or at such later time as is agreed to upon by the parties hereto and specified in the Certificate of Merger set forth therein (the such time at which as the Merger becomes effective is herein referred to herein as the “"Effective Time”").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Clear Channel Communications Inc), Agreement and Plan of Merger (Universal Outdoor Holdings Inc)
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date Date, the parties shall file with the Secretary of State of the State of Delaware a certificate of merger, ownership and merger or other appropriate documents executed in accordance with, and in such form as is required by, with the relevant provisions of the DGCL (the “Certificate of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).
Appears in 2 contracts
Samples: Tender Offer and Merger Agreement (National Patent Development Corp), Tender Offer and Merger Agreement (Five Star Products Inc)
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date the parties hereto shall file with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL with respect to the Merger (the “Certificate of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein being referred to herein as the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Minerals Technologies Inc), Agreement and Plan of Merger (Amcol International Corp)
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date the parties shall file with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, with the relevant provisions of the DGCL (the “Certificate of Merger”). The Secondary Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Secondary Merger becomes effective is herein referred to as the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Susser Holdings CORP), Agreement and Plan of Merger (Susser Holdings CORP)
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date the parties hereto shall file with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL with respect to the Merger (the “Certificate of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to herein as the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Horizon Lines, Inc.), Agreement and Plan of Merger (Matson, Inc.)
Effective Time. (a) Subject to the provisions of this Agreement, as soon as practicable on at the Closing Date the parties Closing, SPAC shall file a certificate of merger in the form attached hereto as Exhibit C with the Secretary of State of the State of Delaware a certificate of mergerDelaware, executed in accordance with, and in such form as is required by, with the relevant provisions of the DGCL (the “Certificate of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto Parties and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).
Appears in 2 contracts
Samples: Amended and Restated Agreement and Plan of Merger (Mountain Crest Acquisition Corp. IV), Agreement and Plan of Merger (Mountain Crest Acquisition Corp. IV)
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date Date, the parties shall file with the Secretary of State of the State of Delaware a certificate of merger, merger executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL (the “Certificate of Merger”), substantially in the form of Exhibit A hereto. The Merger shall become effective upon the filing and acceptance for record by the Secretary of State of the State of Delaware of the Certificate of Merger in accordance with the DGCL, or at such later time as is agreed to by the parties hereto prior to the Closing Date and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Healthequity, Inc.), Agreement and Plan of Merger (Wageworks, Inc.)
Effective Time. Subject to At the provisions of this AgreementClosing, as soon as practicable on the Closing Date the parties shall file cause the Merger to be consummated by filing with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL merger (the “Certificate of Merger”), executed in accordance with the relevant provisions of the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as is agreed to by the parties hereto Company and Merger Sub and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Allion Healthcare Inc), Agreement and Plan of Merger (Allion Healthcare Inc)
Effective Time. Subject to the provisions of terms and conditions set forth in this Agreement, as soon as practicable on the Closing Date (as defined in Section 2.3) or as soon thereafter as is practicable, the parties shall file cause an agreement or certificate of merger to be executed and filed with the Secretary of State of the State of Delaware a certificate of mergerDelaware, executed in accordance with, and in such form as is required by, the relevant and in accordance with applicable provisions of of, the DGCL (including, if possible, the “Certificate of Merger”procedures permitted by Section 253 thereof). The , at which time the Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein being referred to herein as the “"Effective Time”").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Kofax Image Products Inc), Agreement and Plan of Merger (Silver David S)
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on at the Closing Date Closing, the parties Parties shall file with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and merger relating to the Merger (the “Certificate of Merger”) in such form as is required by, and executed in accordance with, the relevant provisions of the DGCL (the “Certificate of Merger”)DGCL. The Merger shall become effective upon at 11:00 a.m., Eastern Time, on the filing of the Certificate of Merger Closing Date (or at such later other time as is may be agreed to in writing by Parent and the parties hereto Company and specified in the Certificate of Merger Merger) (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Easylink Services International Corp), Agreement and Plan of Merger (Open Text Corp)
Effective Time. Subject to the provisions of this Agreement, as soon promptly as practicable on the Closing Date the parties shall file with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required bycomplies with, the relevant provisions of the DGCL (the “Certificate of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to in this Agreement as the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (GLG Partners, Inc.), Agreement and Plan of Merger (Sage Summit LP)
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date Date, the parties shall file with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, with the relevant provisions of the DGCL (the “"Certificate of Merger”"). The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “"Effective Time”").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Crompton Corp), Agreement and Plan of Merger (Great Lakes Chemical Corp)
Effective Time. Subject to Concurrently with the provisions of this Agreement, as soon as practicable Closing on the Closing Date Date, the parties shall file a Certificate of Merger in the form attached hereto as Exhibit C (the “Certificate of Merger”) with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, with the relevant provisions of the DGCL (the “Certificate of Merger”)DGCL. The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ballard Power Systems Inc.), Unconditional Secured Guaranty and Pledge Agreement (Mandalay Digital Group, Inc.)
Effective Time. Subject to the provisions of this Agreement, a certificate of merger (the "Certificate of Merger") shall be duly prepared, executed by Merger Sub as soon as practicable on the Closing Date the parties shall file Surviving Corporation and thereafter filed with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL (the “Certificate of Merger”"Delaware Secretary"), as provided in the Delaware General Corporation Law (the "DGCL"), on the Closing Date (as defined in Section 9.1). The Merger shall become effective upon the filing of the Certificate of Merger with the Delaware Secretary or at such later time thereafter as is provided in the Certificate of Merger and agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “"Effective Time”").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Alamosa Holdings Inc), Agreement and Plan of Merger (Airgate PCS Inc /De/)
Effective Time. Subject to the provisions of this Agreement, as soon promptly as practicable on the Closing Date Date, the appropriate parties hereto shall execute in the manner required by the DGCL and file with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL merger (the “Certificate of Merger”), and the parties hereto shall take such other and further actions as may be required by Law to make the Merger effective. The Merger shall become effective upon the filing of the Certificate of Merger or at such later date and time as is agreed to by Parent and the parties hereto Company shall agree and specified shall specify in the Certificate of Merger (the date and time at which that the Merger becomes effective is herein being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cpi International, Inc.), Agreement and Plan of Merger (Comtech Telecommunications Corp /De/)
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date Date, the parties shall file a certificate of merger relating to the Merger as contemplated by the DGCL (the “Certificate of Merger”) with the Secretary of State of the State of Delaware a certificate (the “Secretary of mergerState”), in such form as required by, and executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL (the “Certificate of Merger”)DGCL. The Merger shall become effective either upon the filing of the Certificate of Merger or at such later effective time as is agreed to by the parties hereto and specified may be stated in the Certificate of Merger (the such time at which as the Merger becomes effective is herein referred to as effective, the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (CBS Corp), Agreement and Plan of Merger (Viacom Inc.)
Effective Time. Subject to the provisions of this Agreement, as soon early as practicable on the Closing Date Date, the parties Company shall file a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware a certificate of mergerDelaware, executed in accordance with, and in such form as is required byby the GCL, and the relevant provisions of the DGCL (the “Certificate of Merger”). The Merger shall thereupon become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Docucon Inc), Agreement and Plan of Merger (Analytical Surveys Inc)
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on or after the Closing Date Date, the parties shall will file a Certificate of Merger (or Certificate of Ownership and Merger in the case of a Short-Form Merger (defined below)) with the Delaware Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL (the “Certificate of Merger”)State. The Merger shall will become effective upon the filing of at such time as the Certificate of Merger is duly filed with the Delaware Secretary of State, or at such later other time as is agreed to by the parties hereto Merger Sub and Viasoft agree should be specified in the Certificate of Merger (the time at which the Merger becomes effective is herein being hereinafter referred to as the “"Effective Time”").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Viasoft Inc /De/), Agreement and Plan of Merger (Compuware Corporation)
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date Date, the parties shall file a certificate of merger (the “Certificate of Merger”) executed in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware a certificate of mergerDelaware, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL (the “Certificate of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger or at such later other time as is agreed to by Parent and the parties hereto Company shall agree and specified shall specify in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as being the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Iron Acquisition Corp), Agreement and Plan of Merger (Engelhard Corp)
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on On the Closing Date Date, the parties shall file with the Secretary of State of the State of Delaware a certificate of mergermerger or other appropriate documents (in any such case, the "Certificate of Merger") executed in accordance with, and in such form as is required by, with the relevant provisions of the DGCL (and shall make all other filings or recordings required under the “Certificate of Merger”)DGCL. The Merger shall become effective upon the filing of at such time as the Certificate of Merger is duly filed with the Delaware Secretary of State, or at such later other time as is agreed to by Sub and the parties hereto Company shall agree and specified shall specify in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as being the “"Effective Time”Time of the Merger").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tomkins PLC), Agreement and Plan of Merger (Stant Corp)
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on at the Closing Date Closing, the parties shall file with the Delaware Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, merger relating to the relevant provisions of the DGCL Merger (the “Certificate of Merger”), executed and acknowledged in accordance with the relevant provisions of the DGCL. The Merger shall become effective upon at the filing of time that the Certificate of Merger has been duly filed with the Delaware Secretary of State, or at such later time as is agreed to by the parties hereto Company and specified Parent shall agree and specify in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as being the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (SS&C Technologies Holdings Inc), Agreement and Plan of Merger (DST Systems Inc)
Effective Time. Subject to As part of the provisions of this AgreementClosing, as soon as practicable on the Closing Date the parties hereto shall (A) file with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL merger (the “Certificate of Merger”)) in form and substance as set forth on Exhibit A attached hereto, and (B) make all other filings or recordings required under the DGCL. The Merger shall become effective upon the filing of at such time as the Certificate of Merger is duly filed with the Delaware Secretary of State or at such later subsequent time as is agreed to by Parent and the parties hereto Company shall agree and be specified in the Certificate of Merger (the date and time at which the Merger becomes effective is herein referred to as being the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Great Lakes Dredge & Dock Corp)
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date Date, the parties Parties shall file with the Secretary of State of the State of Delaware a certificate of mergermerger substantially in the form attached hereto as Exhibit D, executed in accordance with, and in such form as is required by, with the relevant provisions of the DGCL (the “Certificate of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto Parties and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Invitae Corp), Agreement and Plan of Merger (Invitae Corp)
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date Date, the parties applicable Parties shall file a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL (the “Certificate of Merger”)Delaware. The Merger shall become effective upon the filing of at such time as the Certificate of Merger is filed with the Secretary of State of the State of Delaware, or at such later other time as is agreed to by Acquisition Sub and the parties hereto Company shall agree and specified specify in the Certificate of Merger (the time at which the Merger becomes effective is herein being referred to herein as the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Insight Enterprises Inc), Agreement and Plan of Merger (Insight Enterprises Inc)
Effective Time. (a) Subject to the provisions of this Agreement, as soon as practicable on the Closing Date the parties shall duly prepare, execute and file a certificate of merger (the “Certificate of Merger”) complying with Section 251(c) of the DGCL with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, with respect to the relevant provisions of the DGCL (the “Certificate of Merger”). The Merger shall become effective upon on the filing of date and at the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the Merger. The date and time at which when the Merger becomes shall become effective is herein hereinafter referred to as the “Effective Time.”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ply Gem Holdings Inc), Agreement and Plan of Merger (Ply Gem Holdings Inc)
Effective Time. Subject to the provisions of this Agreement, as soon promptly as practicable on after the Closing Date Closing, the parties hereto shall file cause the Merger to be consummated by filing a Certificate of Merger in the form attached hereto as Exhibit A and made a part hereof (the "Certificate of Merger") and any related filings required under the DCL with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL (the “Certificate of Merger”)Delaware. The Merger shall become effective upon the filing of the Certificate of Merger at such time as such documents are duly filed as aforesaid, or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger such documents (the time at which the Merger becomes effective is herein referred to as the “"Effective Time”").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (American Radio Systems Corp /Ma/), Agreement and Plan of Merger (American Tower Systems Corp)
Effective Time. Subject to On the provisions date of the execution and delivery of this Agreement, as soon as practicable on the Closing Date Agreement by the parties hereto or as promptly as possible thereafter, the parties hereto shall file with the Secretary of State of the State of Delaware (the "Delaware Secretary of State") a certificate of mergermerger (the "Certificate of Merger") or other appropriate documents, executed in accordance with, and in such form as is required by, with the relevant provisions of the DGCL, and make all other filings or recordings required under the DGCL (in connection with the “Certificate of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by with the parties hereto and specified in the Certificate Delaware Secretary of Merger State (the time at which the Merger becomes effective is herein referred to as the “"Effective Time”").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Chiles Offshore Inc/New/), Agreement and Plan of Merger (Chiles Offshore Inc/New/)
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date the parties shall file with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, with the relevant provisions of the DGCL (the “Certificate of Merger”“). The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”“).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Refco Inc.), Agreement and Plan of Merger (Refco Inc.)
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on or after the Closing Date Date, the parties shall will prepare, execute and acknowledge and thereafter file with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and merger in such form as is required by, the relevant provisions of by the DGCL (and will make all other filings or recordings required under the “Certificate of Merger”)DGCL. The Merger shall will become effective upon at such time as such filings are made with the filing Delaware Secretary of the Certificate of Merger State, or at such later time as the Merger Subsidiary and the Company agree and is agreed to by the parties hereto and specified in the Certificate of Merger such filings (the date and time at which of such filing, or such later date or time as may be set forth therein, being the Merger becomes effective is herein referred to as the “"Effective Time”").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Paul Ramsay Holdings Pty LTD), Agreement and Plan of Merger (Psychiatric Solutions Inc)
Effective Time. Subject to the provisions of this Agreement, as soon promptly as practicable on the Closing Date Date, the parties Company and the Parent Entities shall file a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, and executed and acknowledged in accordance with, the relevant provisions of the DGCL (DGCL, and the “Certificate of Merger”)Parties shall make all other filings and recordings required under the DGCL. The Merger shall become effective upon at the filing of Effective Time, and the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”)shall so specify.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date the parties shall file with the Secretary of State of the State of Delaware a certificate of merger, merger (the "Certificate of Merger") executed in accordance with, and in such form as is required by, with the relevant provisions of the DGCL (and shall make all other filings or recordings required under the “Certificate of DGCL in order to effect the Merger”). The Merger shall become effective upon the filing of the Certificate of Merger or at such later other time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes fully effective is herein being hereinafter referred to as the “"Effective Time”").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Reynolds Metals Co), Agreement and Plan of Merger (Alcoa Inc)
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on at the Closing Date Closing, the parties shall file with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, merger relating to the relevant provisions of the DGCL Merger (the “Certificate of Merger”)) executed and acknowledged in accordance with the relevant provisions of the DGCL. The Merger merger shall become be effective upon at the filing of date and time that the Certificate of Merger or at such later time as is agreed to by has been duly filed with the parties hereto and specified in the Certificate Secretary of Merger State of Delaware (the time at which when the Merger becomes effective is herein referred to as effective, the “Effective Time”).
Appears in 2 contracts
Samples: Merger Agreement (Biocryst Pharmaceuticals Inc), Agreement and Plan of Merger (Triumph Group Inc)
Effective Time. Subject On the terms and subject to the provisions of conditions set forth in this Agreement, as soon as practicable on the Closing Date Date, the parties hereto shall file cause to be filed with the Secretary of State of the State of Delaware a certificate of mergermerger and any other appropriate documents, executed in accordance with, and in such form as is required by, with the relevant provisions of the DGCL, and shall make all other filings or recordings required under the DGCL (and other Applicable Law in connection with the “Certificate of Merger”). The Merger shall become effective upon the filing filing, acceptance and effectiveness of the Certificate certificate of Merger merger with the Delaware Secretary of State, or at such later time as is mutually agreed to by the parties hereto and specified in the Certificate of Merger set forth therein (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Akorn Inc), Agreement and Plan of Merger (Hi Tech Pharmacal Co Inc)
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date Date, the parties shall file with the Secretary of State of the State of Delaware a certificate of merger (or, if applicable, a certificate of ownership and merger, ) executed in accordance with, and in such form as is required by, with the relevant provisions of the DGCL (the “Certificate of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Collagenex Pharmaceuticals Inc), Agreement and Plan of Merger (Galderma Laboratories, Inc.)
Effective Time. Subject to the provisions terms and conditions of this Agreement, as soon as practicable on or before the Closing Date Date, Purchaser and Company shall cause to be filed a certificate of merger (the parties shall file “Certificate of Merger”) with the Secretary of State of the State of Delaware a certificate of merger, (the “Delaware Secretary”) executed in accordance with, and in containing such form information as is required by, the relevant provisions of the DGCL (and the “Certificate of DLLCA in order to effect the Merger”). The Merger shall become effective upon the filing as of the Certificate of Merger or at such later date and time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (SWS Group Inc), Agreement and Plan of Merger (Hilltop Holdings Inc.)
Effective Time. Subject to the provisions of terms and conditions set forth in this Agreement, as soon as practicable on the Closing Date Date, a Certificate of Merger or Certificate of Ownership and Merger substantially in the parties form of Exhibit A (the "Certificate of Merger") shall file with be duly executed and acknowledged by Acquisition and the Company and thereafter delivered for filing to the Secretary of State of the State of Delaware a certificate of merger, executed as provided in accordance with, and in such form as is required by, the relevant provisions of the DGCL (the “Certificate of Merger”)DGCL. The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).Merger
Appears in 2 contracts
Samples: Agreement and Plan of Merger (DSP Communications Inc), Agreement and Plan of Merger (Intel Corp)
Effective Time. Subject On or (if agreed by HTLF and UMB) prior to the provisions of this AgreementClosing Date, as soon as practicable on the Closing Date the parties shall file cause to be filed a certificate of merger with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, (the relevant provisions of the DGCL “Delaware Secretary”) (the “Certificate of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger in accordance with the relevant provisions of the DGCL, or at such other time as shall be provided by applicable law (the such time at which the Merger becomes effective is herein hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Umb Financial Corp), Agreement and Plan of Merger (Heartland Financial Usa Inc)
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on On the Closing Date Date, the parties shall execute and file with in the office of the Secretary of State of the State of Delaware a certificate of merger, merger (a "Certificate of Merger") executed in accordance withwith the DGCL and shall make all other filings or recordings, and in take such form other and further action as is may be required by, under the relevant provisions of the DGCL (the “Certificate of Merger”)DGCL. The Merger shall become effective upon at the time of filing of the Certificate of Merger Merger, or at such later time as is agreed to upon by the parties hereto and specified in the Certificate of Merger set forth therein (the such time at which as the Merger becomes effective is herein referred to herein as the “"Effective Time”").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (General Bearing Corp), Agreement and Plan of Merger (Clear Channel Communications Inc)
Effective Time. Subject to the provisions terms and upon satisfaction on or before the Closing Date of all conditions specified in this Agreement, as soon as practicable on the Closing Date Merger shall be effective at the parties shall file with time specified in the certificate of merger to be issued by the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in (such form as is required by, the relevant provisions of the DGCL (the “Certificate of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the called “Effective Time”).. Exhibit 2.1 - Continued
Appears in 2 contracts
Samples: Agreement of Merger (Abigail Adams National Bancorp Inc), Agreement of Merger (Premier Financial Bancorp Inc)
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date Date, the parties shall file a certificate of merger (the "Certificate of Merger") executed in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware a certificate of mergerDelaware, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL (the “Certificate of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger or at such later other time as is agreed to by Parent and the parties hereto Company shall agree and specified specify in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as being the “"Effective Time”").
Appears in 2 contracts
Samples: V Agreement and Plan of Merger (Yahoo Inc), Agreement and Plan of Merger (U S Bioscience Inc)
Effective Time. Subject to the provisions of this -------------- Agreement, as soon as practicable on the Closing Date the parties shall file with the Secretary of State of the State of Delaware a certificate of merger, merger (the "Certificate of Merger") executed in accordance with, and in such form as is required by, with the relevant provisions of the DGCL (and shall make all other filings or recordings required under the “Certificate of DGCL in order to effect the Merger”). The Merger shall become effective upon the filing of the Certificate of Merger or at such later other time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes fully effective is herein being hereinafter referred to as the “"Effective Time”").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Aluminum Co of America), Alumax Inc
Effective Time. Subject to the provisions of this Agreement, as soon promptly as practicable on after the Closing Date Closing, the parties hereto shall file cause the Merger to be consummated by filing a certificate of merger (the "Certificate of Merger") and any related filings required under the DCL with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL (the “Certificate of Merger”)Delaware. The Merger shall become effective upon at such time as such documents are duly filed with the filing Secretary of State of the Certificate State of Merger Delaware, or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger such documents (the time at which the Merger becomes effective is herein referred to as the “"Effective Time”").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (CBS Corp), Agreement and Plan of Merger (American Radio Systems Corp /Ma/)
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date Date, the parties shall file with the Secretary of State of the State of Delaware a certificate of merger, merger executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL (the “Certificate of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).
Appears in 1 contract
Effective Time. Subject On the terms and subject to the provisions of this Agreement, as soon as practicable on the Closing Date the parties Company shall file with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL 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 shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”)Merger.
Appears in 1 contract
Samples: Transaction Agreement (Vistra Corp.)
Effective Time. Subject to the provisions of terms and conditions set forth in this Agreement, as soon as practicable on the Closing Date and at the Closing, the parties hereto shall file cause the Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware a certificate of mergerDelaware, in such mutually agreeable form as required by, and executed in accordance with, and in such form as is required by, with the relevant provisions of of, the DGCL (the “Certificate date and time of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger such filing, or at such later if another date and time as is agreed to by the parties hereto and specified in the Certificate of Merger (the such filing, such specified date and time at which the Merger becomes effective is herein being referred to as the “Effective Time”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Check Point Software Technologies LTD)
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date the parties shall file a certificate of merger with the Secretary of State of the State of Delaware a certificate of mergerDelaware, executed in accordance with, and in such form as is required by, with the relevant provisions of the DGCL (the “"Certificate of Merger”"). The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “"Effective Time”").
Appears in 1 contract
Samples: Agreement and Plan of Merger (Warburg Pincus Private Equity IX, L.P.)
Effective Time. Subject to the provisions terms and conditions of this the Agreement, as soon as practicable the Parties shall prepare and execute a Certificate of Merger substantially in the form of Exhibit 2.2, attached hereto. The Certificate of Merger shall be filed on the date of Closing Date (or such other date as agreed by Buyer and the parties shall file Company) with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and the manner provided in such form as is required by, the relevant provisions of the DGCL (and the “Certificate of Merger”). The Merger shall become be effective upon at the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Concorde Career Colleges Inc)
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date Parties shall cause the parties shall file Merger to be consummated by filing a Certificate of Merger of Merger Sub and the Company (the “Certificate of Merger”) with the Secretary of State of the State of Delaware a certificate of mergerin such form as required by, and executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL DGCL, as soon as practicable on or before the Closing Date (the “Certificate of Merger”as defined in Section 2.3). The Merger shall become effective upon the such filing of the Certificate of Merger or at such later time thereafter as is agreed to by the parties hereto and specified provided in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Liberty Alliance, Inc.)
Effective Time. Subject to the provisions terms and conditions of this the Agreement, as soon as practicable the parties hereto shall prepare and execute a Certificate of Merger substantially in the form of Exhibit 2.2, attached hereto. The Certificate of Merger shall be filed on the date of Closing Date (or such other date as agreed by Parent and the parties shall file Company) with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and the manner provided in such form as is required by, the relevant provisions of the DGCL (and the “Certificate of Merger”). The Merger shall become be effective upon at the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).
Appears in 1 contract
Effective Time. Subject to the provisions of this AgreementAgreement and in accordance with the DGCL, as soon as practicable on the Closing Date Date, the parties shall file a Certificate of Merger (the "Certificate of Merger") in the form attached as Exhibit B hereto, with the Secretary of State of the State of Delaware a certificate of mergerDelaware, executed in accordance with, and in such form as is required by, by the relevant provisions of the DGCL (the “Certificate of Merger”)DGCL. The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger shall provide for its effectiveness immediately upon its filing (the time at which the Merger becomes effective is herein referred to as the “"Effective Time”").
Appears in 1 contract
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date Date, the parties shall file with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form merger as is required by, the relevant provisions of contemplated by the DGCL (the “Certificate of Merger”), together with any required related certificates, with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with the relevant provisions of, the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware or at such later date and time as the Company and Parent may agree upon and as is agreed to by the parties hereto and specified set forth in the such Certificate of Merger (the time at which the Merger becomes effective is herein referred to as such time, the “Effective Time”).
Appears in 1 contract
Effective Time. Subject to the provisions of this AgreementAgreement and as provided in the DGCL, as soon as practicable on the Closing Date Date, the parties hereto shall execute and file with the Secretary of State of the State of Delaware a certificate the Certificate of merger, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL Merger (the “Certificate of Merger”). , in the form attached hereto as Exhibit C. The Merger shall become effective upon at the filing of time when the Certificate of Merger has been so filed or at such any later time as is agreed to in writing by Parent and the parties hereto Company and as specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Quality Systems, Inc)
Effective Time. Subject to the provisions of this Agreement, as As soon as practicable on the Closing Date Date, the parties shall file cause a certificate of merger substantially in the form attached as Exhibit E to be executed and filed with the Delaware Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL (the “Certificate of Merger”), in accordance with the relevant provisions of the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger with the Delaware Secretary of State or at such later other time as is agreed to by the parties hereto shall agree and as shall be specified in the Certificate of Merger (the Merger. The date and time at which when the Merger becomes shall become effective is herein referred to as the “Effective Time.”).
Appears in 1 contract
Effective Time. Subject Upon the terms and subject to the provisions of this conditions set forth in the Agreement, as soon as practicable on the Closing Date the parties shall file with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required byDate, the relevant provisions Parties shall cause the Merger to be consummated by filing a Certificate of the DGCL Merger (the “Certificate of Merger”). The Merger shall become effective upon , and any other required documents, in such form as required by, and executed in accordance with the relevant provisions of, the DGCL (the time of such filing and acceptance by the Delaware Secretary of the Certificate of Merger State, or at such later time as is may be agreed to in writing by the parties hereto Parent and Company and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein Merger, being referred to herein as the “Effective Time”).
Appears in 1 contract
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date Date, the parties Surviving Corporation hereto shall file with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL with respect to the Merger (the “Certificate of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto herein and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein being hereinafter referred to as the “Effective Time”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sagent Pharmaceuticals, Inc.)
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date Date, the parties shall acknowledge and file a certificate of merger (the "Certificate of Merger") executed in accordance with the relevant provisions of the DGCL. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware a certificate of mergerDelaware, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL (the “Certificate of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger or at such later subsequent date or time as is agreed to by the parties hereto Company and specified Merger Co. shall agree and specify in the Certificate of Merger (the time at which the Merger becomes effective is herein being hereinafter referred to as the “"Effective Time”").
Appears in 1 contract
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date Date, the parties Parties shall file cause the Merger to become effective by executing and filing in accordance with the DGCL a certificate of merger with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL (the “Certificate of Merger”). The Merger shall become effective upon , the filing date and time of the Certificate of Merger such filing, or at such later date and time as is may be agreed to upon by the parties hereto Parties and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein therein, being hereinafter referred to as the “Effective Time.”).
Appears in 1 contract
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date Date, the parties hereto shall file a certificate of merger as contemplated by the DGCL (the "Certificate of Merger"), together with any required related certificates, with the Secretary of State of the State of Delaware a certificate of mergerDelaware, executed in accordance with, and in such form as is required by, and executed in accordance with the relevant provisions of of, the DGCL (the “Certificate of Merger”)DGCL. The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware or at such later date and time as the Company and AFI may agree upon and as is agreed to by the parties hereto and specified set forth in the such Certificate of Merger (such time, the time at which the Merger becomes effective is herein referred to as the “"Effective Time”").
Appears in 1 contract
Effective Time. Subject Prior to the provisions of this AgreementClosing, as soon as practicable the parties shall prepare, and on the Closing Date Date, the parties shall file the Certificate of Merger with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, by and executed and acknowledged in accordance with the relevant provisions of the DGCL and make all other filings or recordings required under the DGCL. The parties shall agree on and specify such time on the Closing Date that the Merger shall become effective (the “Effective Time”) in the certificate of merger relating to the Merger (the “Certificate of Merger”). The Merger , which time shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”)be consistent with Section 2.01.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Morgans Hotel Group Co.)
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date Date, the parties Parties shall file a certificate of merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware a certificate of mergerwith respect to the Merger, executed in accordance with, and in such form as is required by, and executed and acknowledged in accordance with the relevant provisions of of, the DGCL (the “Certificate of Merger”)DGCL. The Merger term "Effective Time" shall become effective upon be the time when the filing of the Certificate of Merger becomes effective or at such later other date and time as is may be agreed to by Parent and the parties hereto Special Committee (on behalf of the Company) prior to the Closing Date and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”)Merger.
Appears in 1 contract
Samples: Agreement and Plan of Merger (China Advanced Construction Materials Group, Inc)
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date the parties Company shall file with the Secretary of State of the State of Delaware a certificate of mergermerger (the “ Certificate of Merger “), executed in accordance with, and in such form as is required by, with the relevant provisions of the DGCL (the “Certificate of Merger”)DGCL. The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective TimeTime ”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Specialized Health Products International Inc)
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date Date, the parties shall file with the Secretary of State of the State of Delaware a certificate of merger, merger executed in accordance with, and in containing such form information as is required by, the relevant provisions of the DGCL (the “Certificate of Merger”)) in order to effect the Merger. The Merger shall become effective upon the filing of the Certificate of Merger in accordance with the DGCL, or at such later time as is agreed to by the parties hereto prior to the Closing Date and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).
Appears in 1 contract
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on On the Closing Date Date, the parties shall -------------- execute and file with in the office of the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL merger (the “"Certificate of Merger”)") executed in --------------------- accordance with the DGCL and shall make all other filings or recordings, if any, required under the DGCL. The Merger shall become effective upon at the time of filing of the Certificate of Merger Merger, or at such later time as is agreed to upon by the parties hereto and specified in the Certificate of Merger set forth therein (the such time at which as the Merger becomes effective is herein referred to herein as the “"Effective Time”").. --------------
Appears in 1 contract
Samples: Agreement and Plan of Merger (Guarantee Life Companies Inc)
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date Date, the parties shall file with the Delaware Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, merger relating to the relevant provisions of the DGCL Merger (the “Certificate of Merger”), executed in accordance with the relevant provisions of the DGCL. The Merger shall become effective upon at the filing of time that the Certificate of Merger has been duly filed with the Delaware Secretary, or at such later time as is agreed to by the parties hereto Company and specified Parent shall agree and specify in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as being the “Effective Time”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (ExamWorks Group, Inc.)
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date the parties shall file with the Secretary of State of the State of Delaware a certificate of mergermerger in the form of Exhibit A hereto, executed in accordance with, and in such form as is required by, with the relevant provisions of the DGCL (the “Certificate of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).
Appears in 1 contract
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on at the Closing Date Closing, the parties Company shall file a certificate of merger in the form attached hereto as Exhibit B with the Secretary of State of the State of Delaware a certificate of mergerDelaware, executed in accordance with, and in such form as is required by, with the relevant provisions of the DGCL (the “Certificate of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto Parties and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Mountain Crest Acquisition Corp.)
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date the parties shall file with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL (the “Certificate of Merger”). The Merger Mergers shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes Mergers become effective is herein referred to as the “Effective Time”). The Effective Time shall be simultaneous with the closing of the IPO.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Black Knight Financial Services, Inc.)
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date Date, the parties Parties shall file cause the Merger to become effective by executing and filing in accordance with the DGCL a certificate of merger with the Secretary of State of the State of Delaware a certificate in substantially the form of merger, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL Exhibit A attached hereto (the “Certificate of Merger”). The Merger shall become effective upon , the filing date and time of the Certificate of Merger such filing, or at such later date and time as is may be agreed to upon by the parties hereto Parties and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein therein, being hereinafter referred to as the “Effective Time.”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Driftwood Ventures, Inc.)
