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:
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. 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. (a) At the time of the Closings (as defined herein), subject to the satisfaction of the conditions contained in this Agreement,
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. 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. (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, (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. Subject to the provisions of this Agreement, HDISub will be merged into HDI and DMISub will be merged into DMI (the "MERGERS"). Articles of Merger, Agreements and Plans of Merger and any other required documents (collectively the "MERGER DOCUMENTS"), substantially in the forms attached as Exhibits 1.1 and 1.2 shall be duly prepared, executed and acknowledged by OnHealth, HDISub, DMISub, HDI, DMI and the Shareholder, and thereafter delivered to the Secretary of State of Colorado for filing, as provided in the Colorado Business Corporation Act (the "CBCA") as soon as practicable on or after the satisfaction or waiver of the conditions set forth in Article VI. The Mergers shall become effective at such time as the Merger Documents have been filed with the Secretary of State of Colorado (the "EFFECTIVE TIME"). Solely for purposes of clarification, HDI, DMI and the Shareholder acknowledge and agree that the obligation of OnHealth to issue shares under this Agreement shall not be effective until the Merger has been confirmed in writing by the Secretary of State of the State of Colorado.
Effective Time of the Mergers. Subject to the provisions of this Agreement, as soon as practicable on or after the Closing Date, the parties shall file articles or a certificate of merger (individually, a "CERTIFICATE OF MERGER" and collectively, the "CERTIFICATES OF MERGER") executed in accordance with the relevant provisions of the DGCL and the IBCA and shall make all other filings or recordings required under the DGCL and the IBCA, as applicable, to effect both Mergers. Each Merger shall become effective at such time as is specified in the applicable Certificate of Merger (the time at which both Mergers have become fully effective is referred to as the "EFFECTIVE TIME").
