Certificate of Merger or Consolidation Sample Clauses

Certificate of Merger or Consolidation. Upon the required approval by the Board of Directors and the Members of a Merger Agreement, a certificate of merger or consolidation shall be executed and filed with the Secretary of State of the State of Delaware in conformity with the requirements of the Act.
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Certificate of Merger or Consolidation. 45 SECTION 14.5. Amendment of Partnership Agreement. 45 SECTION 14.6. Effect of Merger. 46 SECTION 14.7. Merger of Subsidiaries. 46 ARTICLE XV RIGHT TO ACQUIRE LIMITED PARTNER INTERESTS 46 SECTION 15.1. Right to Acquire Limited Partner Interests. 46 ARTICLE XVI GENERAL PROVISIONS 47 SECTION 16.1. Addresses and Notices. 47 SECTION 16.2. Further Action. 48 SECTION 16.3. Binding Effect. 48 SECTION 16.4. Integration. 48 SECTION 16.5. Creditors. 48 SECTION 16.6. Waiver. 48 SECTION 16.7. Counterparts. 48 SECTION 16.8. Applicable Law. 48 SECTION 16.9. Forum Selection. 48 SECTION 16.10. Invalidity of Provisions. 49 SECTION 16.11. Consent of Partners. 49 SECTION 16.12. Facsimile Signatures. 49 AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF THE CARLYLE GROUP L.P. This AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF THE CARLYLE GROUP L.P. dated as of May 8, 2012, is entered into by and among Carlyle Group Management L.L.C., a Delaware limited liability company, as the General Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
Sample 1
Certificate of Merger or Consolidation. Upon the required approval by the Manager or the Board and the Members of a Merger Agreement, a certificate of merger or consolidation shall be executed and filed with the Secretary of State of the State of Texas in conformity with the requirements of the TLLCL.
Sample 1
Certificate of Merger or Consolidation. TO: OKLAHOMA SECRETARY OF STATE 2300 X. Xxxxxxx Blvd., Room 000, Xxxxx Xxxxxxx Xxxxxxxx Xxxxxxxx Xxxx, Xxxxxxxx 00000-0000 (000) 000-0000
Sample 1

Related to Certificate of Merger or Consolidation

  • Effect of Merger or Consolidation (a) At the effective time of the certificate of merger:

  • Certificate of Merger or Conversion Upon the required approval by the Manager of a Merger Agreement or a Plan of Conversion, as the case may be, a certificate of merger or certificate of conversion, as applicable, shall be executed and filed with the Secretary of State of the State of Delaware in conformity with the requirements of the Delaware Act.

  • Effect of Merger, Consolidation or Conversion (a) At the effective time of the certificate of merger:

  • Effect of Merger, Consolidation, Etc At the option of the Holder, the sale, conveyance or disposition of all or substantially all of the assets of the Borrower, the effectuation by the Borrower of a transaction or series of related transactions in which more than 50% of the voting power of the Borrower is disposed of, or the consolidation, merger or other business combination of the Borrower with or into any other Person (as defined below) or Persons when the Borrower is not the survivor shall either: (i) be deemed to be an Event of Default (as defined in Article III) pursuant to which the Borrower shall be required to pay to the Holder upon the consummation of and as a condition to such transaction an amount equal to the Default Amount (as defined in Article III) or (ii) be treated pursuant to Section 1.6(b) hereof. “Person” shall mean any individual, corporation, limited liability company, partnership, association, trust or other entity or organization.

  • Approval by Limited Partners of Merger or Consolidation (a) Except as provided in Section 14.3(d), the General Partner, upon its approval of the Merger Agreement, shall direct that the Merger Agreement be submitted to a vote of Limited Partners, whether at a special meeting or by written consent, in either case in accordance with the requirements of Article XIII. A copy or a summary of the Merger Agreement shall be included in or enclosed with the notice of a special meeting or the written consent.

  • Merger or Consolidation Section 8.11

  • Certificate of Merger or Certificate of Conversion Upon the required approval by the General Partner and the Unitholders of a Merger Agreement or the Plan of Conversion, as the case may be, a certificate of merger or certificate of conversion or other filing, as applicable, shall be executed and filed with the Secretary of State of the State of Delaware or the appropriate filing office of any other jurisdiction, as applicable, in conformity with the requirements of the Delaware Act or other applicable law.

  • Procedure for Merger or Consolidation Merger or consolidation of the Partnership pursuant to this Article XIV requires the prior approval of the General Partner. If the General Partner shall determine, in the exercise of its discretion, to consent to the merger or consolidation, the General Partner shall approve the Merger Agreement, which shall set forth:

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