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 Existence A certification of the Secretary of State (or other government authority) of the State of the Borrower's Incorporation or Organization as to the existence or good standing of the Borrower and its charter documents on file.

  • 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 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.

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

  • Articles of Incorporation of Surviving Corporation The Articles of Incorporation of Merger Sub in effect immediately prior to the Effective Time shall be the Articles of Incorporation of the Surviving Corporation until amended in accordance with the OBCA.

  • Certificate of Incorporation and Bylaws of the Surviving Corporation (a) The certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, shall be amended in the Merger to be in the form of Exhibit A hereto and, as so amended, such certificate of incorporation shall be the certificate of incorporation of the Surviving Corporation until thereafter amended as provided therein or by applicable Law.

  • 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.

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