Effecting the Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, concurrently with the Closing, Parent and the Company shall cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged and delivered to the Office of the Secretary of State of the State of Delaware for filing, all in accordance with the applicable provisions of the DGCL.
Effecting the Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, as promptly as practicable on the Closing Date, Parent, Merger Sub and the Company shall (i) cause a certificate of merger (the “Certificate of Merger”), to be executed and delivered to the Office of the Secretary of State of the State of Delaware (the “Delaware Secretary”) for filing in such form as required by and in accordance with the applicable provisions of the DGCL and (ii) take all other necessary or appropriate action to cause the Merger to be effected under Section 251(h) of the DGCL without the adoption of this Agreement by the stockholders of the Company. The Merger shall be governed by and effected pursuant to Section 251(h) of the DGCL.
Effecting the Merger. Immediately following the consummation of the Offer (the “Offer Closing”), the parties shall take all necessary and appropriate actions to cause the Merger to become effective immediately following the Offer Closing, without a meeting of the stockholders of the Company, in accordance with Section 251(h) of the DGCL. Without limiting the foregoing, the Merger shall be governed by Section 251(h) of the DGCL and the Merger shall be effected at the Closing.
Effecting the Merger. Upon the terms and subject to the conditions contained in this Agreement and in accordance with Section 252 of the General Corporation Law of the State of Delaware, as amended (the “DGCL”) and Section 7-111-106.5 of the Colorado Business Corporation Act of the State of Colorado, as amended (the “CBCA”), at the Effective Time (as hereinafter defined): (i) Acquisition Sub shall be merged with and into CPHR; (ii) the separate corporate existence of Acquisition Sub shall thereupon cease and CPHR will continue as the surviving corporation in the Merger and as a wholly-owned subsidiary of Canna Delaware (sometimes referred to herein as the “SURVIVING SUBSIDIARY”); (iii) all the properties, rights and privileges, and powers of Acquisition Sub shall vest in the Surviving Subsidiary, and all debts, liabilities and duties of each of Acquisition Sub and CPHR shall become the debts, liabilities and duties of the Surviving Subsidiary; and (iv) each share of common stock of Acquisition Sub issued and outstanding immediately prior to the Effective Time shall remain outstanding and shall be converted into one validly issued, fully paid and non-assessable share of CPHR’s common stock.
Effecting the Merger. Upon the terms and subject to the conditions contained in this Agreement, at the Effective Time (as hereinafter defined), (i) Acquisition Sub shall be merged with and into GSI (the “Merger”); (ii) the separate corporate existence of Acquisition Sub shall thereupon cease and GSI will continue as the surviving corporation in the Merger and wholly-owned subsidiary of XXXXXX (sometimes referred to herein as the “Surviving Subsidiary”), (iii) all the properties, rights and privileges, and power of GSI, shall vest in the Surviving Subsidiary, and all debts, liabilities and duties of GSI shall become the debts, liabilities and duties of the Surviving Subsidiary, and (iv) each share of common stock of Acquisition Sub issued and outstanding immediately prior to the Effective Time will be converted into and exchange for one validly issued, fully paid and non-assessable share of the Surviving Subsidiary’s common stock.
Effecting the Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, at the Closing, Tempranillo, Merger Sub and Lafite shall cause a certificate of merger in such form as required by and in accordance with the applicable provisions of the DGCL (the “Certificate of Merger”), to be executed and filed with the Office of the Secretary of State of the State of Delaware (the “Delaware Secretary”).
Effecting the Merger. As soon as practicable after the satisfaction or waiver of the conditions set forth in Article 7 including for the avoidance of doubt the satisfaction of the conditions set forth on Exhibit A (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted hereunder, waiver of all such conditions), the parties shall cause the Merger to be consummated pursuant to Section 251(h) of the DGCL by filing a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware, in such form as required by and executed in accordance with the relevant provisions of the DGCL.
Effecting the Merger. Upon the terms and subject to the conditions contained in this Agreement, at the Effective Time, Acquisition Sub shall be merged with and into Global, and the separate corporate existence of Acquisition Sub shall thereupon cease.
Effecting the Merger. As soon as practicable following the consummation of the Offer (the “Offer Closing”), the Parties shall take all necessary and appropriate actions to cause the Merger to become effective following the Offer Closing either (i) without a meeting of the stockholders of the Company in accordance with Section 251(h) of the DGCL (or Section 253 of the DGCL if Section 251(h) of the DGCL is inapplicable to this Agreement) or (ii) with a meeting of stockholders of the Company if Section 251(h) is inapplicable to the Merger. The Parties shall use their respective reasonable best efforts to effect the Merger on the same day as the Offer Closing shall occur.
Effecting the Merger. Upon the terms and subject to the conditions contained in this Agreement, at the Effective Time (as hereinafter defined), (i) Acquisition Sub shall be merged with and into CPHR (the "Merger"); (ii) the separate corporate existence of Acquisition Sub shall thereupon cease and CPHR will continue as the surviving corporation in the Merger and wholly-owned subsidiary of GDHC (sometimes referred to herein as the "Surviving Subsidiary"), (iii) all the properties, rights and privileges, and power of CPHR, shall vest in the Surviving Subsidiary, and all debts, liabilities and duties of CPHR shall become the debts, liabilities and duties of the Surviving Subsidiary, and (iv) each share of common stock of Acquisition Sub issued and outstanding immediately prior to the Effective Time will be converted into and exchange for one validly issued, fully paid and non-assessable share of the Surviving Subsidiary's common stock.
