Delaware Certificate of Merger Sample Clauses

Delaware Certificate of Merger. 1.3 DGCL................................................................
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Delaware Certificate of Merger. 1.3 DGCL............................................................. 1.1 DOJ.............................................................. 5.4(b) Effective Time................................................... 1.3 ERISA............................................................ 8.11(i) ESPP ............................................................ 3.1(b) Exchange Act..................................................... 3.1(c)(iii) Exchange Agent................................................... 2.1
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Delaware Certificate of Merger. At the Closing, NSS and the Merger Sub shall execute and acknowledge a Certificate of Merger substantially in the form of Exhibit D (“Certificate of Merger”) providing for the Merger pursuant to Section 251 of the DGCL.
Sample 1
Delaware Certificate of Merger. At or prior to the ------------------------------ Closing, SUB and PRO DUCT shall execute and acknowledge a Certificate of Merger in the form of Exhibit A hereto (the "Delaware Certificate of Merger") providing --------- ------------------------------ for the Merger pursuant to Section 251 of the Delaware Corporation Law.
Sample 1
Delaware Certificate of Merger. Subject to and upon the terms of this Agreement, as soon as practicable on the Closing Date, N-able US and the Merger Sub shall execute and acknowledge a Certificate of Merger substantially in the form of Exhibit D (“Certificate of Merger”) providing for the Merger pursuant to Section 251 of the DGCL.
Sample 1
Delaware Certificate of Merger. At the Closing, Company and Netivation Sub shall execute and acknowledge a Delaware Certificate of Merger in the form of Exhibit 1.1.1 ("Delaware Certificate of Merger") providing for the Merger pursuant to Section 18-209 of the DLLCA.
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Delaware Certificate of Merger. At the Closing, Confio and the Merger Sub shall execute and acknowledge a Certificate of Merger substantially in the form of Exhibit E (“Certificate of Merger”) providing for the Merger pursuant to Section 251 of the DGCL.
Sample 1
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Related to Delaware Certificate of Merger

  • 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.

  • 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.

  • 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.

  • Terms of Merger 2 2.1 Charter..............................................................2 2.2 Bylaws...............................................................2 ARTICLE 3 -

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

  • 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").

  • 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.

  • Effect of Merger (a) At the effective time of the certificate of merger: (i) all of the rights, privileges and powers of each of the business entities that has merged or consolidated, and all property, real, personal and mixed, and all debts due to any of those business entities and all other things and causes of action belonging to each of those business entities, shall be vested in the Surviving Business Entity and after the merger or consolidation shall be the property of the Surviving Business Entity to the extent they were of each constituent business entity; (ii) the title to any real property vested by deed or otherwise in any of those constituent business entities shall not revert and is not in any way impaired because of the merger or consolidation; (iii) all rights of creditors and all liens on or security interests in property of any of those constituent business entities shall be preserved unimpaired; and (iv) all debts, liabilities and duties of those constituent business entities shall attach to the Surviving Business Entity and may be enforced against it to the same extent as if the debts, liabilities and duties had been incurred or contracted by it. (b) A merger or consolidation effected pursuant to this Article shall not be deemed to result in a transfer or assignment of assets or liabilities from one entity to another.

  • 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 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.

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