Effective Date and Time. On the Closing Date and subject to the terms and conditions hereof, (i) a certificate of merger complying with the applicable provisions of the Delaware General Corporation Law ("Delaware Law"), substantially in the form attached as Exhibit 1.3(i) (the "Certificate of Merger"), shall be delivered for filing to the Secretary of State of the State of Delaware (the "Delaware Secretary of State"), and (ii) an agreement of merger, together with an officers' certificate, complying with the applicable provisions of the California Corporations Code ("California Law"), substantially in the form attached as Exhibit 1.3(ii) (the "Agreement of Merger"), shall be delivered for filing to the Secretary of State of the State of California (the "California Secretary of State"). The Merger shall become effective on the date (the "Effective Date") and at the time (the "Effective Time") of the filing of the Agreement of Merger with the California Secretary of State or at such other time as may be specified in the Agreement of Merger as filed. If the Delaware Secretary of State or the California Secretary of State requires any changes in the Certificate of Merger or Agreement of Merger, respectively, as a condition to filing or to issuing its certificate to the effect that the Merger is effective, Amazxx.xxx, xxe Purchaser and the Company will execute any necessary revisions incorporating such changes, provided such changes are not inconsistent with and do not result in any material change in the terms of this Agreement.
Appears in 1 contract
Effective Date and Time. On the Closing Date and subject to the terms and conditions hereof, the parties hereto shall cause the appropriate certificates (ithe "Articles of Merger") a certificate of merger complying with the applicable provisions of the Delaware Washington Business Corporation Act ("Washington Law") and the California General Corporation Law ("Delaware California Law"), substantially in the form attached as Exhibit 1.3(i) (the "Certificate of Merger"), shall to be delivered for filing to properly executed and filed with the Secretary of State of the State of Delaware Washington (the "Delaware Washington Secretary of State"), ) and (ii) an agreement of merger, together with an officers' certificate, complying with the applicable provisions of the California Corporations Code ("California Law"), substantially in the form attached as Exhibit 1.3(ii) (the "Agreement of Merger"), shall be delivered for filing to the Secretary of State of the State of California (the "California Secretary of State"). The Merger shall become effective on the date (the "Effective Date") and at the time (the "Effective Time") of the filing of the Agreement Articles of Merger with the California Secretary of State or at such other time as may be specified in the Agreement Articles of Merger as filed. If the Delaware Washington Secretary of State or the California Secretary of State requires any changes in the Certificate Articles of Merger or Agreement of Merger, respectively, as a condition to filing or to issuing its certificate to the effect that the Merger is effective, Amazxx.xxx, xxe Purchaser and the Company will execute any necessary revisions incorporating such changes, provided such changes are not inconsistent with and do not result in any material change in the terms of this Agreement.
Appears in 1 contract
Effective Date and Time. On the Closing Date and subject to the terms and conditions hereof, (i) a certificate the parties hereto shall cause the appropriate agreement of merger and related documents (collectively, the "Articles of Merger") complying with the applicable provisions of the Delaware General Washington Business Corporation Law Act ("Delaware Washington Law"), substantially in the form attached as Exhibit 1.3(i) (the "Certificate of Merger"), shall be delivered for filing to the Secretary of State of the State of Delaware (the "Delaware Secretary of State"), and (ii) an agreement of merger, together with an officers' certificate, complying with the applicable provisions of the California Corporations Code ("California Law"), substantially in the form forms attached hereto as Exhibit 1.3(ii1.3(a) (the "Agreement of Merger"and 1.3(b), shall and in such form as required by, and executed in duplicate in accordance with, Washington Law and California Law, to be delivered for filing to with the Secretary of State of the State of Washington (the "Washington Secretary of State") and the Secretary of State of the State of California (the "California Secretary of State"). The Merger shall become effective on the date (the "Effective Date") and at the time (the "Effective Time") of the filing of the Agreement Articles of Merger with the Washington Secretary of State or the California Secretary of State State, whichever is later or at such other time as may be specified in the Agreement Articles of Merger as filed. If the Delaware Washington Secretary of State or the California Secretary of State State, requires any changes in the Certificate Articles of Merger or Agreement of Merger, respectively, as a condition to filing or to issuing its certificate to the effect that the Merger is effective, Amazxx.xxxParent, xxe Purchaser Merger Sub and the Company will execute any necessary revisions incorporating such changes, provided such changes are not inconsistent with and do not result in any material change in the terms of this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Primus Knowledge Solutions Inc)
Effective Date and Time. On the Closing Date and subject to the terms and conditions hereof, (i) articles of merger and a certificate of merger complying with the applicable provisions of the Delaware General Corporation Law ("Delaware Law"), substantially in the form attached as Exhibit 1.3(i) (the "Certificate Articles of Merger"), shall be delivered for filing to the Secretary of State of the State of Delaware (the "Delaware Secretary of State"), and (ii) an agreement of merger, together with an officers' certificate, complying with the applicable provisions of the California Corporations Code Washington Business Corporation Act ("California Washington Law"), substantially ) and the Nevada General Corporation Law ("Nevada Law") and in the such form attached and executed in such manner as Exhibit 1.3(ii) (the "Agreement of Merger")required by Washington Law and Nevada Law, shall be delivered for filing to with the Secretary of State of the State state of California Washington (the "California Washington Secretary") and the Secretary of StateState of the state of Nevada (the "Nevada Secretary"). The Merger shall become effective on the date (the "Effective Date") and at the time (the "Effective Time") of the filing of the Agreement Articles of Merger with the California Secretary of State or at such other time as may be specified in the Agreement Articles of Merger as filed. If the Delaware Washington Secretary of State or the California Nevada Secretary of State requires any changes in the Certificate Articles of Merger or Agreement of Merger, respectively, as a condition to filing or to issuing its certificate to the effect that the Merger is effective, Amazxx.xxxXxxxXxx.xxx, xxe Purchaser Merger Sub and the Company will execute any necessary revisions incorporating such changes, provided such changes are not inconsistent with and do not result in any material change in the terms of this Agreement.
Appears in 1 contract
Samples: Voting Agreement (Ubarter Com Inc)
Effective Date and Time. On the Closing Date and subject to the terms and conditions hereof, the parties hereto shall cause the appropriate certificates (ithe "Agreement of Merger") a certificate of merger in the form attached as Exhibit 1.3 complying with the applicable provisions of the Delaware General Washington Business Corporation Law Act ("Delaware Washington Law"), substantially in the form attached as Exhibit 1.3(i) (the "Certificate of Merger"), shall be delivered for filing to the Secretary of State of the State of Delaware (the "Delaware Secretary of State"), and (ii) an agreement of merger, together with an officers' certificate, complying with the applicable provisions of the California Corporations Code ("California Law"), substantially in ) to be properly executed and filed with the form attached as Exhibit 1.3(ii) Secretary of State of the State of Washington (the "Agreement Washington Secretary of MergerState"), shall be delivered for filing to ) and the Secretary of State of the State of California (the "California Secretary of State"). The Merger shall become effective on the date (the "Effective Date") and at the time (the "Effective Time") of the filing of the Agreement of Merger with the California Secretary of State or at such other time as may be specified in the Agreement of Merger as filed. If the Delaware Secretary Washington or California Secretaries of State or the California Secretary of State requires require any changes in the Certificate Agreement of Merger or Agreement of Merger, respectively, as a condition to filing or to issuing its certificate to the effect that the Merger is effective, Amazxx.xxxBSQUARE, xxe Purchaser Merger Sub and the Company will execute any necessary revisions incorporating such changes, provided such changes are not inconsistent with and do not result in any material change in the terms of this Agreement.
Appears in 1 contract