Actions and Procedures on the Date of Merger Sample Clauses

Actions and Procedures on the Date of Merger. Subject to the terms and conditions of this Agreement, the Parties and Neeleman shall take the following actions on the Date of Merger: (i) the extraordinary shareholders’ meeting of AZUL Holding shall be held to deliberate on: (a) the confirmation and ratification of the name of the specialized firm to prepare TRIP’s Evaluation Report, as referred to in Section 2.1(i) above; and (b) the TRIP’s Protocol of Merger of Shares and the consequent capital increase of AZUL Holding by issuance of new shares of AZUL Holding (“AZUL Holding’s AGE”); (ii) the extraordinary shareholders’ meeting of TRIP shall be held to deliberate on: (a) the confirmation and ratification of the name of the specialized firm to prepare TRIP’s Evaluation Report, as referred to in Section 2.1(i) above; and (b) the TRIP’s Protocol of Merger of Shares and the Merger of Shares (“TRIP’s AGE”); (iii) on the Date of Merger, after AZUL Holding’s AGE and TRIP’s AGE, the managements of AZUL Holding and TRIP, as applicable, shall cause all acts, instruments, and/or documents necessary for the consummation of the Merger of Shares, according to the Initial Exchange Ratio established in Section 2.1(iii), to be duly executed; (iv) the execution of an amendment to AZUL Holding’s Shareholders’ Agreement, pursuant to which TRIP’s Shareholders shall be granted and receive certain rights granted to the Original Shareholders, pursuant to Exhibit 3.2(iv) (“AZUL Holding’s Shareholders’ Agreement - After the Merger of Shares”); and (v) appointment of the new members of the Board of Directors of AZUL Holding, under the terms and conditions of the AZUL Holding’s Shareholders’ Agreement - After the Merger of Shares, and the amendment to the Bylaws of AZUL Holding, in order to adjust it to the terms and conditions of the AZUL Holding’s Shareholders’ Agreement - After the Merger of Shares.
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Related to Actions and Procedures on the Date of Merger

  • Transactions and Terms of Merger 2 1.1 Merger..................................................................... 2 1.2 Time and Place of Closing.................................................. 2 1.3

  • Terms of Merger 2 2.1 Charter..............................................................2 2.2 Bylaws...............................................................2 ARTICLE 3 -

  • AGREEMENT AND PLAN OF MERGER ANNEX A-9

  • Conditions of Merger 14 SECTION 5.1 Conditions to Obligation of Each Party to Effect the Merger 14 SECTION 5.2 Additional Conditions to Obligation of Parent and Purchaser to Effect the Merger ..................................... 15 SECTION 5.3 Additional Conditions to Obligation of the Company to Effect the Merger ............................................... 16 ARTICLE VI

  • Effects of Merger The Merger shall have the effects set forth in Section 259 of the DGCL.

  • Effective Time of Merger This Merger Agreement, or a Certificate of Ownership and Merger setting forth the information required by, and otherwise in compliance with, Section 253 of the General Corporation Law of the State of Delaware with respect to the Merger, shall be delivered for filing with the Secretary of State of the State of Delaware. This Merger Agreement, or Articles of Merger setting forth the information required by, and otherwise in compliance with, Article 5.16 of the Texas Business Corporation Act with respect to the Merger, shall be delivered for filing with the Secretary of State of the State of Texas. The Merger shall become effective upon the later of (i) the day and at the time the Secretary of State of the State of Delaware files such Certificate of Ownership and Merger, and (ii) the day and at the time the Secretary of State of the State of Texas files such Articles of Merger (the time of such effectiveness is herein called the "Effective Time"). Notwithstanding the foregoing, by action of its Board of Directors, either of NewSub2 or AssetCo may terminate this Merger Agreement at any time prior to the filing of the Certificate of Ownership and Merger with respect to the Merger with Secretary of State of the State of Delaware and the Articles of Merger with respect to the Merger with Secretary of State of the State of Texas.

  • Certificate of Merger Upon the required approval by the General Partner and the Unitholders of a Merger Agreement, a certificate of merger shall be executed and filed with the Secretary of State of the State of Delaware in conformity with the requirements of the Delaware Act.

  • Consummation of Merger The parties hereto expressly acknowledge that the consummation of the transactions hereunder is subject to consummation of the Merger. Nothing herein shall be construed to require Seller to consummate the Merger or take steps in furtherance thereof.

  • Interim Operations of Merger Sub Merger Sub was formed solely for the purpose of engaging in the transactions contemplated by this Agreement, has engaged in no other business activities and has conducted its operations only as contemplated by this Agreement.

  • Articles of Merger The Parties agree that, as soon as practicable after satisfaction of all conditions to the Merger, they will jointly file executed Articles of Merger with the Department and make all other filings or recordings required by Maryland law in connection with the Merger.

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