Certificate of Merger; Effective Time Sample Clauses

Certificate of Merger; Effective Time. Upon the terms and subject to the conditions hereof, at or prior to the Closing (as defined herein), the Partnership shall execute a Certificate of Merger (the "Certificate of Merger") substantially in the form attached hereto as Exhibit A and the Partnership shall file the Certificate of Merger with the --------- Office of the Secretary of State of the State of Delaware in accordance with the provisions of Section 17-211(c) of the DRULPA. The Merger shall become effective at the time and on the date specified in the Certificate of Merger, or absent any such indication, upon acceptance of filing (the "Effective Time"). The date on which the Effective Time occurs is referred to herein as the "Effective Date."
Sample 1Sample 2
AutoNDA by SimpleDocs
Certificate of Merger; Effective Time. Subject to the provisions of this Agreement, the parties hereto shall cause the Second Step Merger to be consummated by filing a Certificate of Merger in customary form and substance with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law (the “Certificate of Merger”) immediately following the filing of the Certificate of Merger for the First Step Merger (the time of filing the Certificate of Merger for the Second Step Merger with the Secretary of State of the State of Delaware (or such later time as may be required for the Second Step Merger to become effective immediately following the Effective Time of the First Step Merger and specified in the Certificate of Merger) being the “Second Effective Time”).
Sample 1Sample 2
Certificate of Merger; Effective Time. (a) Upon the terms and subject to the conditions set forth in this Agreement, as soon as practicable on the Closing Date, the Parties will cause the Merger to be consummated, and SPAC shall execute and file a Certificate of Merger in accordance with the relevant provisions of the DGCL, in substantially the form of Exhibit G attached hereto (the “Certificate of Merger”), together with any required related certificates, with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”), in such form as required by, and executed in accordance with the relevant provisions of, the DGCL. (b) The Merger will become effective at such time as the Certificate of Merger is duly filed with the Delaware Secretary of State or at such later date or time as is agreed between the Parties and specified in the Certificate of Merger (such time as the Merger becomes effective being the “Effective Time”).
Sample 1
Certificate of Merger; Effective Time. Upon the terms and subject to the conditions hereof, at or prior to the Closing (as defined below), the parties to this Agreement (each, a "Party," and collectively, the "Parties") shall execute a certificate of merger (the "Certificate of Merger") substantially in the form attached hereto as Exhibit A and the Partnership shall file the Certificate of Merger with the Office of the Secretary of State of the State of Delaware in accordance with the provisions of Section 17-211(c) of the DRULPA. The Merger shall become effective on the time and date specified in the Certificate of Merger filed with the Secretary of State of the State of Delaware or, absent any such indication, upon acceptance of filing (the "Effective Time"). The date on which the Effective Time occurs is referred to herein as the "Effective Date."
Sample 1
Certificate of Merger; Effective Time. Upon the terms and subject to the conditions hereof, at or prior to the Closing (as defined herein), the parties shall execute a Certificate of Merger (the "Certificate of Merger") substantially in the form attached hereto as EXHIBIT A and the Partnership shall file the Certificate of Merger with the --------- Office of the Secretary of State of the State of Delaware in accordance with the provisions of Section 17-211(c) of the DRULPA. The Merger shall become effective on the time and date specified in the Certificate of Merger filed with the Secretary of State of the State of Delaware, or absent any such indication, upon acceptance of filing (the "Effective Time"). The date on which the Effective Time occurs is referred to herein as the "Effective Date."
Sample 1
Certificate of Merger; Effective Time. (a) Upon the terms and subject to the conditions set forth in this Agreement, as soon as practicable on the Closing Date, the Parties will cause the Merger to be consummated, and the Surviving Company shall execute and file documentation required by the appropriate Governmental Entity in the Cayman Islands to give effect to the merger of SPAC and Merger Sub in accordance applicable law (the “Certificate of Merger”), together with any required related certificates. (b) The Merger will become effective at such time as the Certificate of Merger is duly filed with the applicable governmental authority or at such later date or time as is agreed between the Parties and specified in the Certificate of Merger (such time as the Merger becomes effective being the “Effective Time”).
Sample 1
Certificate of Merger; Effective Time. (a) Subject to the provisions of this Agreement and the satisfaction of the conditions set forth in Section 1.2(b), Ohio Swimming will file, or cause to be filed, a certificate of merger complying with the requirements of Section 1702.43 of the ORC (the “Ohio Certificate”) with the Secretary of State of the State of Ohio, and will make all other filings or recordings required by the ORC in connection with the Merger. The Merger will become effective on September 1, 2025 (the “Effective Time”). (b) The respective obligations of each Party to consummate the Merger pursuant to this Agreement are subject to, and upon: (i) each Party having received any and all consents necessary for the Merger, including the House of Delegate Approvals (as defined in Section 1.7); (ii) the representations and warranties of each of the Parties contained in this Agreement or in any document delivered under the Agreement being true, correct and complete in all material respects immediately prior to the Effective Time; and (iii) each of the Parties having performed and complied with, in all material respects, all agreements, and obligations required by this Agreement to be performed or completed by it prior to, as of, or at the Effective Time. (iv) each Party having delivered to the other Party a certificate of good standing from the Secretary of State of the State of Ohio; (v) each 2024 Audit (as defined below) reflecting financial performance for fiscal year 2024 that does not deviate materially from that reflected in the Ohio Swimming Financial Statements or the Lake Erie Financial Statements, as applicable (each as defined below): and (vi) neither Party’s House of Delegates having withdrawn its House of Delegates Approval prior to expiration of the Due Diligence Period in accordance Section 1.3.
Sample 1
AutoNDA by SimpleDocs
Certificate of Merger; Effective Time. As soon as practicable ------------------------------------- after satisfaction or, to the extent permitted hereunder, waiver of all conditions to the Merger set forth in Article VII, the parties shall cause the Merger to be consummated by filing a certificate of merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware and make all other filings or recordings required by the DGCL in connection with the Merger and the transactions contemplated by this Agreement. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by the parties in writing and specified in the Certificate of Merger (the "Effective Time"). Notwithstanding the foregoing, solely for accounting purposes, the merger will be deemed to be effective as of March 15, 1999.
Sample 1
Certificate of Merger; Effective Time. As soon as ------------------------------------- practicable after satisfaction or, to the extent permitted hereunder, waiver of all conditions to the Merger, and following or during a closing meeting among the parties hereto, held at the offices of Eastwind at a time mutually agreeable to the parties (the "Closing"), the Company and Merger Subsidiary will file a certificate of merger with the Secretary of State of the State of Delaware and make all other filings or recordings required by Delaware Law in connection with the Merger. The Merger shall become effective at such time as the certificate of merger is duly filed with the Secretary of State of Delaware or at such later time on the date of such filing as is specified in the certificate of merger (the "Effective Time").
Sample 1

Related to Certificate of Merger; Effective Time

  • 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.

  • 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 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.

  • 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.

  • Merger Effective Time On the terms and subject to the conditions set forth in this Agreement and the Statutory Merger Agreement, the Company, Parent and Merger Sub will (a) on the Closing Date, execute and deliver the Statutory Merger Agreement, (b) on or prior to the Closing Date, cause an application for registration of the Surviving Company (the “Merger Application”) to be executed and delivered to the Registrar of Companies in Bermuda (the “Registrar”) as provided under Section 108 of the Bermuda Companies Act and to be accompanied by the documents required by Section 108(2) of the Bermuda Companies Act and (c) cause to be included in the Merger Application a request that the Registrar issue the certificate of merger with respect to the Merger (the “Certificate of Merger”) on the Closing Date at the time of day mutually agreed upon by the Company and Parent and set forth in the Merger Application. The Merger shall become effective upon the issuance of the Certificate of Merger by the Registrar at the time and date shown on the Certificate of Merger. The Company, Parent and Merger Sub agree that they will request that the Registrar provide in the Certificate of Merger that the effective time of the Merger shall be 10:00 a.m., Bermuda time (or such other time mutually agreed upon by the Company and Parent), on the Closing Date (such time, the “Effective Time”).

  • Merger of Merger Sub into the Company Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time (as defined in Section 1.3), Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The Company will continue as the surviving corporation in the Merger (the "Surviving Corporation").

  • Conversion of Merger Sub Capital Stock Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.

  • Capitalization of Merger Sub The authorized capital stock of Merger Sub consists solely of 1,000 shares of common stock, par value $0.01 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Parent or a direct or indirect wholly-owned Subsidiary of Parent. Merger Sub has not conducted any business prior to the date hereof and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.

  • Termination of Merger Agreement This Agreement shall be binding upon Holder upon Holder’s execution and delivery of this Agreement, but this Agreement shall only become effective upon the Closing. Notwithstanding anything to the contrary contained herein, in the event that the Merger Agreement is terminated in accordance with its terms prior to the Closing, this Agreement and all rights and obligations of the parties hereunder shall automatically terminate and be of no further force or effect.

  • The Merger Closing Effective Time 1.1. The Merger 1 1.2. Closing 2 1.3. Effective Time 2

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!