Company Merger Effective Time. Concurrently with the Closing and as promptly as practicable following the Partnership Merger Effective Time, the applicable Parties hereto shall file (i) the articles of merger with respect to the Company Merger (the “Articles of Merger”) with the State Department of Assessments and Taxation of Maryland (the “SDAT”) in such form as required by, and executed in accordance with, the applicable provisions of the MGCL and (ii) the certificate of merger with respect to the Company Merger (the “Company Certificate of Merger”) with the Secretary of State of the State of Delaware (the “DSOS”) in a form that complies with the DLLCA. The Company Merger shall become effective on the date and time at which the Articles of Merger and the Company Certificate of Merger have been filed with, and accepted for record by, the SDAT and the DSOS, respectively, or at such other date and time as is agreed between the Parties, not to exceed thirty (30) days from the date the Articles of Merger are filed with, and accepted for record by, the SDAT, and specified in the Articles of Merger (such date and time, the “Company Merger Effective Time”), and the applicable Parties will take such actions as are necessary to have such filing effective at 9:29 a.m. Eastern time on the Closing Date.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (American Farmland Co), Agreement and Plan of Merger (Farmland Partners Inc.)
Company Merger Effective Time. Concurrently with the Closing and as promptly as practicable following the Partnership Merger Effective TimeClosing, the applicable Parties hereto shall file (i) file the articles of merger with respect to the Company Merger (the “Articles of Merger”) with the State Department of Assessments and Taxation of Maryland (the “SDAT”) in such form as required by, and executed in accordance with, the applicable provisions of the MGCL and MRL, (ii) file the certificate of merger with respect to the Company Merger (together with the Articles of Merger, the “Company Certificate of MergerMerger Certificates”) with the Secretary of State of the State of Delaware (the “DSOS”) DSOS in a form that complies accordance with the DLLCA, in such form as required by, and executed in accordance with, the applicable provisions of the DLLCA and (iii) make any other filings, recordings or publications required, if any, under the MRL or the DLLCA in connection with the Company Merger. The Company Merger shall occur immediately following the Partnership Merger Effective Time and become effective on the date and at the time at which the Articles of Company Merger and the Company Certificate of Merger Certificates have been filed with, and accepted for record by, the SDAT and the DSOS, respectivelyas applicable, or at such other date and time as is agreed between the Parties, not to exceed thirty (30) days from the date the Articles of Company Merger Certificates are filed with, and accepted for record by, the SDATSDAT and the DSOS, as applicable, and specified in the Articles of Company Merger Certificates (such date and time, the “Company Merger Effective Time”), and the applicable Parties will take such actions as are necessary to have such filing effective at 9:29 a.m. Eastern time on the Closing Date.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Kimco Realty Corp), Agreement and Plan of Merger (RPT Realty)
