Common use of Approval and Effective Date of the Merger; Miscellaneous Matters Clause in Contracts

Approval and Effective Date of the Merger; Miscellaneous Matters. (a) In order to aid the parties in establishing a date certain for effectiveness of the merger for accounting and other purposes, the merger shall be deemed to have become effective on filing of articles of merger, setting forth the information required by and executed and certified in accordance with the laws of the states of Nevada and California with the Secretary of State of the State of Nevada and with the Secretary of State of the State of California, and each such office shall have issued a certified copy reflecting such filing. (b) If, at any time, the Surviving Corporation shall deem or be advised that any further grants, assignments, confirmations or assurances are necessary or desirable to vest, perfect or confirm title in the Surviving Corporation, of record or otherwise, to any property of FGCC acquired or to be acquired by, or as a result of, the merger, the officers and directors of FGCC or any of them shall be severally and fully authorized to execute and deliver any and all such deeds, assignments, confirmations and assurances and to do all things necessary or proper, so as to best prove, confirm and ratify title to such property in the Surviving Corporation and otherwise carry out the purposes of the merger and the terms of this Plan. (c) For the convenience of the parties and to facilitate the filing and recording of this Plan, any number of counterparts hereof may be executed, and each such counterpart shall be deemed to be an original instrument and all such counterparts together shall be considered one instrument. (d) This Plan cannot be altered or amended except pursuant to an instrument in writing signed on behalf of the parties hereto.

Appears in 1 contract

Samples: Plan of Merger (Signature Group Holdings Inc)

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Approval and Effective Date of the Merger; Miscellaneous Matters. (a) In order to aid the parties in establishing a date certain for effectiveness of the merger for accounting and other purposes, the merger shall be deemed to have become effective on filing of articles of merger, setting forth the information required by and executed and certified in accordance with the laws of the states of Nevada and California Utah with the Secretary of State of the State of Nevada and with the Secretary Department of State Commerce, Division of Corporations and Commercial Code of the State of CaliforniaUtah, and each such office shall have issued a certified copy reflecting such filing. (b) If, at any time, the Surviving Corporation shall deem or be advised that any further grants, assignments, confirmations or assurances are necessary or desirable to vest, perfect or confirm title in the Surviving Corporation, of record or otherwise, to any property of FGCC Aradyme acquired or to be acquired by, or as a result of, the merger, the officers and directors of FGCC Aradyme or any of them shall be severally and fully authorized to execute and deliver any and all such deeds, assignments, confirmations and assurances and to do all things necessary or proper, so as to best prove, confirm and ratify title to such property in the Surviving Corporation and otherwise carry out the purposes of the merger and the terms of this Plan. (c) For the convenience of the parties and to facilitate the filing and recording of this Plan, any number of counterparts hereof may be executed, and each such counterpart shall be deemed to be an original instrument and all such counterparts together shall be considered one instrument. (d) This Plan cannot be altered or amended except pursuant to an instrument in writing signed on behalf of the parties hereto.

Appears in 1 contract

Samples: Plan of Merger (Albion Aviation Inc)

Approval and Effective Date of the Merger; Miscellaneous Matters. The merger shall become effective when all the following actions shall have been taken: (a) In order to aid the parties in establishing a date certain for effectiveness This Plan shall be authorized, adopted, and approved on behalf of the merger for accounting and other purposes, the merger shall be deemed to have become effective on filing of articles of merger, setting forth the information required by and executed and certified Constituent Corporations in accordance with the laws of the states state of Nevada and California Delaware; and (b) A Certificate of Merger in the form attached as an exhibit to the Reorganization Agreement signed in accordance with the laws of the state of Delaware, shall be filed in the office of the Secretary of State of the State state of Nevada Delaware. The date on which such actions are completed and with such merger is effective is herein referred to as the Secretary of State of the State of California, and each such office shall have issued a certified copy reflecting such filing"effective date. (b) If, " If at any time, time the Surviving Corporation shall deem or be advised that any further grants, assignments, confirmations confirmations, or assurances are necessary or desirable to vest, perfect perfect, or confirm title in the Surviving Corporation, of record or otherwise, to any property of FGCC Merco acquired or to be acquired by, or as a result of, the merger, the officers and directors of FGCC the Surviving Corporation or any of them shall be be, and they hereby are, severally and fully authorized to execute and deliver any and all such deeds, assignments, confirmations confirmations, and assurances and to do all things necessary or proper, proper so as to best prove, confirm confirm, and ratify title to such property in the Surviving Corporation and otherwise carry out the purposes of the merger and the terms of this Plan. (c) . For the convenience of the parties and to facilitate the filing and recording of this Plan, any number of counterparts hereof may be executed, and each such counterpart shall be deemed to be an original instrument and all such counterparts together shall be considered one instrument. (d) . This Plan shall be governed by and construed in accordance with the laws of the state of Delaware. This Plan cannot be altered or amended amended, except pursuant to an instrument in writing signed on behalf of the parties hereto.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Simplagene Usa Inc)

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Approval and Effective Date of the Merger; Miscellaneous Matters. (a) In order to aid the parties in establishing a date certain for effectiveness of the merger for accounting and other purposes, the merger shall be deemed to have become effective on filing of articles of merger, setting forth the information required by and executed and certified in accordance with the laws of the states of Nevada and California with the Secretary of State of the State of Nevada and with the Secretary of State of the State of California, and each such office shall have issued a certified copy reflecting such filing. (b) If, at any time, the Surviving Corporation shall deem or be advised that any further grants, assignments, confirmations or assurances are necessary or desirable to vest, perfect or confirm title in the Surviving Corporation, of record or otherwise, to any property of FGCC FRC acquired or to be acquired by, or as a result of, the merger, the officers and directors of FGCC FRC or any of them shall be severally and fully authorized to execute and deliver any and all such deeds, assignments, confirmations and assurances and to do all things necessary or proper, so as to best prove, confirm and ratify title to such property in the Surviving Corporation and otherwise carry out the purposes of the merger and the terms of this Plan. (c) For the convenience of the parties and to facilitate the filing and recording of this Plan, any number of counterparts hereof may be executed, and each such counterpart shall be deemed to be an original instrument and all such counterparts together shall be considered one instrument. (d) This Plan cannot be altered or amended except pursuant to an instrument in writing signed on behalf of the parties hereto.

Appears in 1 contract

Samples: Plan of Merger (Signature Group Holdings Inc)

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