Certificate of Amalgamation Sample Clauses

Certificate of Amalgamation. On the terms and subject to the conditions of this Agreement and the Amalgamation Agreement, Newco and the Company will cause a Certificate of Amalgamation to be duly executed and delivered on or promptly after the date of the Closing to the Ministry of Consumer and Commercial Relations.
Sample 1
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Certificate of Amalgamation. Section 1.1 Certificates Section 2.1(c)(ii) CFIUS Section 8.1(c) CFIUS Final Order Section 8.1(d) CFIUS Notice Section 8.1(e) Closing Section 1.2 Closing Date Section 1.2 COBRA Section 3.18(g) Code Section 2.2(e) Common Shares Section 8.1(f) Companies Act Recitals Company Preamble Company Assets Section 3.9(b) Company Benefit Plans Section 3.18(a) Company Board Section 3.3 Company Board Recommendation Section 3.3 Company Contracts Section 3.9(c) Company Disclosure Letter Article III Company Equity Plans Section 3.10(c) Company Indebtedness Section 8.1(g) Company Material Adverse Effect Section 8.1(h) Company Organizational Documents Section 3.5 Company Permits Section 3.24(a) Company Proxy Statement Section 3.8(b) Company Restricted Share Section 2.3(a) Company SEC Reports Section 3.12 Company Shareholders Meeting Section 3.8(b) Company Termination Fee Section 7.6(b) Confidentiality Agreement Section 5.3(b) Continuation Period Section 5.8(a) Contracts Section 8.1(i) Covered Proposal Section 8.1(j) Debt Commitment Letter Section 8.5 Debt Financing Section 4.12 Disposition Section 5.1(h) Dissenting Holder Section 8.1(k) Dissenting Shares Section 8.1(l) Effective Time Section 1.1 Employees Section 5.8(a) Environmental Laws Section 3.21(a)(i) Equity Commitment Letter Recitals Equity Financing Section 4.12 ERISA Section 3.18(a) Exchange Act Section 3.8(b) Excluded Shares Section 2.1(b) Exon-Xxxxxx Section 8.1(m) Expenses Section 5.14 Export Control Laws Section 3.24(d) Financial Advisors Section 3.28 Financing Sources Section 8.5 FINSA Section 8.1(n) Foreign Competition Laws Section 3.8(e) GAAP Section 3.13(a)(ii) Governmental Entity Section 3.8 Guarantor Recitals Hazardous Substances Section 8.1(o) Indemnified Parties Section 5.9(a) Intellectual Property Section 3.22 IP Contracts Section 3.22 IRS Section 3.18(b) IT Assets Section 3.22 Knowledge Section 8.1(p) Laws Section 8.1(q) Legal Actions Section 3.16 Letter of Transmittal Section 2.2(c)(i) Liabilities Section 3.14 Licensed Intellectual Property Section 3.22 Liens Section 8.1(r) Limited Guaranty Recitals Material Contracts Section 3.17 Maximum Premium Section 5.9(c) Memorandum of Association Section 3.5 New Plans Section 5.8(c) Notice of Superior Proposal Section 5.4(d)(iii) NYSE Section 8.1(s) OFAC Section 3.23(e) Old Plans Section 5.8(c) Orders Section 8.1(t) Organizational Documents Section 8.1(u) OTPP Section 8.1(v) Outside Date Section 7.2(a) Owned Intellectual Property Section 3.22 Parent Preamble Pa...
Sample 1

Related to Certificate of Amalgamation

  • Certificate of Amendment A successor Owner Trustee appointed under this Agreement will promptly file a certificate of amendment to the Certificate of Trust with the Secretary of State of the State of Delaware identifying the name and principal place of business of the successor Owner Trustee in the State of Delaware. The successor Owner Trustee will promptly deliver a file-stamped copy of the certificate of amendment to the Administrator.

  • Certificate of Dissolution After the affairs of the Company have been wound up and the Company terminated, a certificate of dissolution shall be executed and filed in the office of the Delaware Secretary of State.

  • Certificate of Incorporation of the Surviving Corporation The Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation.

  • Certificate of Incorporation and Bylaws of the Surviving Corporation (a) The certificate of incorporation of the Purchaser, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation, until thereafter amended in accordance with the provisions thereof and hereof and applicable law. (b) Subject to the provisions of Section 6.05 of this Agreement, the by-laws of the Purchaser in effect at the Effective Time shall be the by-laws of the Surviving Corporation, until thereafter amended in accordance with the provisions thereof and hereof and applicable law.

  • Amendment of Certificate of Incorporation The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders, directors, or any other persons herein are granted subject to this reservation.

  • Bylaws of the Surviving Corporation The Bylaws of Company, as in effect immediately prior to the Effective Time, will be the Bylaws of the Surviving Corporation until thereafter amended in accordance with applicable law.

  • 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.

  • Certificate of Parent Company shall have received a certificate, validly executed on behalf of Parent by a Vice President for and on its behalf to the effect that, as of the Closing the conditions set forth in Section 5.3 hereof have been satisfied.

  • Bylaws of Surviving Corporation At the Effective Time, the Bylaws of Merger Sub (the “Merger Sub Bylaws”), as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter amended in accordance with applicable law.

  • Secretary of State The Secretary of State of the State of Delaware.

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