Agreement to Merge. The parties to this Agreement agree to effect the Merger herein provided for, subject to the terms and conditions set forth herein.
Agreement to Merge. Subject to the terms and conditions of this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall merge with and into the Company. The Purchaser, Merger Sub and the Company shall cause a certificate of merger (the “Certificate of Merger”) to be properly executed and filed on the Closing Date with the Secretary of State of the State of Delaware. The “Effective Time” shall be the time at which the Certificate of Merger has become effective in accordance with the DGCL, which effective time for avoidance of doubt, shall be the Closing Time.
Agreement to Merge. Subject to the terms and conditions of this Agreement, including but not limited to the satisfaction of the conditions in Article VI hereof (the "Merger Conditions"), the Merged Partnership shall be merged into the Surviving Partnership (the "Merger").
Agreement to Merge. MNA shall be merged with and into Manulife USA pursuant to the provisions of the Act on the Effective Date. Manulife USA shall continue as the survivor company (the "Company") upon and subject to the terms and conditions and in the manner hereinafter set out. On the Effective Date, Manulife USA and MRC shall file such documents with the Commissioner of the Office of Financial and Insurance Services as may be required to complete the merger.
Agreement to Merge. The parties hereby agree that RTP shall be merged into CEI, and they do hereby further specifically agree, in order to accomplish such results, as follows:
a. Each of the parties hereto shall prepare and cause to be mailed such notices as may be required or be desirable pursuant to the laws of the States of Colorado and Arizona. And in addition, they shall see to the mailing to the stockholders of the parties of all information which may be necessary or desirable in order to permit such stockholders to reach an intelligent and informed decision with respect to the proposed merger. The expense of all such notices, reports and information and of the mailing of same shall be borne by CEI with respect to which the material is prepared and to the stockholders of RTP and CEI regarding materials submitted, as the case may be, including the costs of preparing any reports or documents heretofore published and available and deemed desirable for such distribution. Each of the parties hereto shall proceed with all due diligence, but strictly in cooperation with the other, to secure the approval of the Agreement of Merger by the requisite vote of the stockholders of the parties and shall thereafter see to the filing of all required notices and undertakings of every kind and character, pursuant to the laws of the States of Colorado and Arizona.
b. Upon the completion of the final steps necessary to permit this Agreement of Merger to become effective, the same shall forthwith become effective wherein CEI, shall take over and assume all of the assets, liabilities, agreements and license at which time, stockholders of RTP shall surrender all their stock certificates representing the 1,000 shares of common stock outstanding. RTP shares surrendered to CEI shall be canceled and retired by CEI. Upon this merger all assets, liabilities, agreements, licenses and minutes of RTP shall be adopted to and become the assets, liabilities, agreements, licenses and minutes of CEI.
Agreement to Merge. Upon the terms and subject to the conditions contained in this Agreement, the Parties hereby agree that, pursuant to the Merger, Subco shall merge with MJIC at Closing and MJIC, being the entity surviving such merger (the “Surviving Corporation”), shall be named “ManifestSeven Holdings Corporation”, or such other name that is acceptable to MJIC. Pubco, in its capacity as the sole shareholder of Subco, and MJIC shall approve (or seek the approvals of) this Agreement and the Merger as soon as reasonably practicable with the intent that the same shall be completed on or before October 31, 2019, or such other date agreed upon in writing by the Parties.”
Agreement to Merge. Subject to the terms and conditions of this Agreement, at the Effective Time, as defined below, EMS shall be merged with and into CENTREX in accordance with the provisions of this Agreement and the Oklahoma Act; the separate corporate existence of EMS shall cease; and CENTREX shall continue as the surviving corporation ("Surviving Corporation"). The constituent corporations ("Constituent Corporations") to the Merger are CENTREX and EMS. The name of the Surviving Corporation, CENTREX, INC., shall not be changed by reason of the Merger.
Agreement to Merge. Merger of the Target Corporation and Merger Sub will take place as is specified above. Each of the parties to this Agreement consents to such merger. The merger shall qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended.
Agreement to Merge. Subject to filing evidence of the Merger with the Secretary of State of Oklahoma, the jurisdiction of the Surviving Corporation and the terms and conditions of this Agreement, at the Effective Time, as defined below, SWT shall be merged with and into CENTREX in accordance with the provisions of this Agreement and the Oklahoma Act; the separate corporate existence of SWT shall cease; and CENTREX shall continue as the surviving corporation ("Surviving Corporation"). The constituent corporations ("Constituent Corporations") to the Merger are CENTREX and SWT. The name of the Surviving Corporation, CENTREX, INC., shall not be changed by reason of the Merger.
Agreement to Merge. Agreement.......................................................................................4 3.
