Effective Time of the Mergers. Subject to the provisions of this Agreement, as soon as practicable on or after the Closing Date, (i) with respect to the CEI Merger, the parties hereto shall (A) deliver a certificate of merger executed in accordance with, and containing such information as is required by, Section 907(e)(2) of the NYBCL to the Department of State of the State of New York (the "CEI New York Certificate of Merger") and (B) file a certificate of merger executed in accordance with, and containing such information as is required by Section 252(c) of the DGCL with the Secretary of State of the State of Delaware (the "CEI Delaware Certificate of Merger", and collectively with the CEI New York Certificate of Merger, the "CEI Certificates of Merger"), and (C) make all other filings or recordings as may be required under the NYBCL and the DGCL, and (ii) with respect to the NU Merger, the parties hereto shall file a certificate of merger (the "NU Certificate of Merger") with the Secretary of State of the Commonwealth of Massachusetts and shall make all other filings or recordings required under the MGL. The CEI Merger shall become effective at such time as (i) the CEI New York Certificate of Merger is duly delivered to the Department of State of the State of New York and (ii) the CEI Delaware Certificate of Merger is filed with the Secretary of State of the State of Delaware, or at such subsequent date or time, not to exceed 30 days after the date of filing of the CEI New York Certificate of Merger or 90 days after the date of filing of the CEI Delaware Certificate of Merger, as CEI shall specify in the CEI Certificates of Merger (the time the CEI Merger becomes effective being hereinafter referred to as the "CEI Effective Time"), and the NU Merger shall become effective at such time as the NU Certificate of Merger is duly filed with the Secretary of State of the Commonwealth of Massachusetts, or at such subsequent date or time as CEI and NU shall agree and specify in the NU Certificate of Merger (the time the NU Merger becomes effective being hereinafter referred to as the "NU Effective Time"). The CEI Effective Time shall be the same date and time as the NU Effective Time (such date and time referred to herein as the "Effective Time").
Effective Time of the Mergers. Subject to the provisions of this Agreement, on the Closing Date, the parties shall (and shall cause their Subsidiaries to) cause the following to occur:
(a) The Company shall execute and deliver for filing a certificate of merger in the form of Exhibit E hereto (the “Company Certificate of Merger”) to the Secretary of State for the State of Delaware, in such form and manner provided in the DGCL and the DLLCA. The Company shall make all other filings required under the DGCL or the DLLCA to effect the Company Merger.
(b) GameStop shall execute and deliver for filing a certificate of merger in the form of Exhibit F hereto (the “GameStop Certificate of Merger” and, together with the Company Certificate of Merger, the “Certificates of Merger”) to the Secretary of State for the State of Delaware, in such form and manner provided in the DGCL and the DLLCA. GameStop shall make all other filings required under the DGCL or the DLLCA to effect the GameStop Merger.
(c) Each Merger shall become effective upon the filing of the appropriate Certificate of Merger with the Secretary of State for the State of Delaware or, in each case, at such time thereafter as is provided in such Certificate of Merger as agreed to by the Company and GameStop; provided that the Mergers shall become effective at the same time (such time as the Mergers become effective, the “Effective Time”).
Effective Time of the Mergers. On the Closing Date (as defined in Section 3.1) (a) articles of merger complying with the requirements of the relevant provisions of the SCBC Act shall be executed and filed with the Secretary of State of the State of South Carolina with respect to the First Merger and (b) articles of merger complying with the requirements of the relevant provisions of the SCBC Act and the NCBC Act shall be executed and filed with the Secretary of State of the State of South Carolina and of North Carolina, respectively, with respect to the Second Merger. The First Merger shall become effective upon filing the articles of merger relating thereto or upon such later date as is agreed upon by the parties and specified in such articles of merger (the "Effective Time of the First Merger"). The Second Merger shall become effective upon filing the articles of merger relating thereto or upon such later date as is agreed upon by the parties and specified in such articles of merger (the "Effective Time of the Second Merger"); provided, that the Effective Time of the First Merger will occur immediately prior to the Effective Time of the Second Merger.
Effective Time of the Mergers. The term "Effective Time" as used herein is defined to mean the time that the filing of the certificate of merger with the Secretary of State of Delaware (as to the TWI Merger) and the filing of the articles of merger with the Secretary of State of Texas (as to the NCI Merger) are completed.
Effective Time of the Mergers. (a) At the time of the Closings (as defined herein), subject to the satisfaction of the conditions contained in this Agreement,
(i) articles of merger with respect to the Hearst Sub Merger and the Ameritech Sub Merger (the "Articles of Merger") shall be filed with the Department of State of the Commonwealth of Pennsylvania; and
(ii) a certificate of merger with respect to the Hearst Sub Merger and the Ameritech Sub Merger (the "Certificate of Merger") shall be filed with the Secretary of State of Delaware. All such filings shall occur as nearly simultaneously as possible.
(b) The Hearst Sub Merger and the Ameritech Sub Merger shall become effective upon the filing of the Articles of Merger with the Department of State of the Commonwealth of Pennsylvania and the Certificate of Merger with the Secretary of State of Delaware. The date and time when the Hearst Sub Merger and the Ameritech Sub Merger become effective are referred to herein as the "Effective Time."
Effective Time of the Mergers. Subject to the provisions of this Agreement, as soon as practicable on or after the Closing Date, (i) with respect to the FPL Merger, the parties thereto shall deliver articles of merger (the "FPL Certificate of Merger") executed in accordance with, and containing such information as is required by, Section 607.1105 of the FBCA to the Department of State of the State of Florida and shall make all other filings or recordings required under the FBCA, and (ii) with respect to the Entergy Merger, the parties thereto shall file a certificate of merger (the "Entergy Certificate of Merger") executed in accordance with, and containing such information as is required by, the relevant provisions of Section 251 of the DGCL with the Secretary of State of the State of Delaware and shall make all other filings or recordings required under the DGCL. The FPL Merger shall become effective at such time as the FPL Certificate of Merger is duly filed by the Department of State of the State of Florida (the time the FPL Merger becomes effective being hereinafter referred to as the "FPL Effective Time") and the Entergy Merger shall become effective at such time as the Entergy Certificate of Merger is duly filed with the Secretary of State of the State of Delaware (the time the Entergy Merger becomes effective being hereinafter referred to as the "Entergy Effective Time"). The FPL Effective Time shall be the same date and time as the Entergy Effective Time (such date and time referred to herein as the "Effective Time").
Effective Time of the Mergers. (a) The ValueVision Merger. Subject to, and consistent with, the provisions of this Agreement, articles of merger with respect to the ValueVision Merger in such form as is required by the relevant provisions of the MBCA (the "ValueVision Articles of Merger") shall be duly prepared, executed and acknowledged and thereafter delivered to the Secretary of State of the State of Minnesota for filing, as provided in the MBCA as early as practicable on the Closing Date (as defined in Section 1.5). The ValueVision Merger shall become effective upon the filing of the ValueVision Articles of Merger with the Secretary of State of the State of Minnesota
Effective Time of the Mergers. Subject to the provisions of this Agreement, as soon as practicable on or after the Closing Date, the parties to the Mergers shall file such certificates of merger, articles of merger or other appropriate documents (in any case, the "Certificates of Merger") executed in accordance with the relevant provisions of the Delaware Act and the Colorado Act or the Oklahoma Act, as the case may be, as shall be necessary or desirable in connection with the Mergers. Each Merger shall become effective at the time specified in the applicable Certificate of Merger (the time each Merger becomes effective being the "Merger Effective Time" with respect to such Merger). The Mergers will occur in the following order: first, the TCISE Merger; second, the Digital Merger; and third, the Enterprises Merger.
Effective Time of the Mergers. Subject to the provisions of this Agreement, at the Closing, the Company and ISS Merger Sub shall file (or cause to be filed) with the Secretary of State of the State of Delaware a certificate of merger (the “ISS Certificate of Merger”) executed in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL when and as so required, and RMG and RMG Merger Sub shall file (or cause to be filed) with the Secretary of State of the State of Delaware a certificate of merger (the “RMG Certificate of Merger” and, together with the ISS Certificate of Merger, the “Certificates of Merger”) executed in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL when and as so required. Each of the RMG Merger and the ISS Merger shall become effective at such time as each of the RMG Certificate of Merger and the ISS Merger Certificate, respectively, is duly filed with the Secretary of State of the State of Delaware, or at such other time as RMG and the Company shall agree and shall specify in such Certificates of Merger (the date and time that both Mergers become effective being the “Effective Time”).
Effective Time of the Mergers. Subject to the provisions of this Agreement, a certificate of merger with respect to each Merger in such form as is required by the relevant provisions of the CBCA and the DGCL (individually, a "Certificate of Merger" with respect to one of the Mergers, and collectively with respect to both Mergers, the "Certificates of Merger") shall be duly prepared, executed and acknowledged and thereafter delivered to the Secretary of State of the State of Colorado for filing, as provided in the CBCA with respect to the EFTC Merger, and the Secretary of State of the State of Delaware for filing, as provided in the DGCL with respect to the K*TEC Merger, as early as practicable on the Closing Date (as defined in Section 1.5). Each Merger shall become effective at such time as is specified in its Certificate of Merger (the time at which both Mergers have become fully effective being hereinafter referred to as the "Effective Time").
