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”).
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Samples: Agreement and Plan of Merger (Electronics Boutique Holdings Corp), Agreement and Plan of Merger (Electronics Boutique Holdings Corp), Agreement and Plan of Merger (Electronics Boutique Holdings Corp)
Effective Time of the Mergers. Subject to the provisions of this Agreement, as soon as practicable on the Closing DateDate and immediately after the consummation of the Xxxxxx Contribution, the parties shall (and shall cause their Subsidiaries to) cause the following to occur:
(a) The Company DIRECTV shall execute and deliver for filing a certificate of merger in the form of Exhibit E hereto (the “Company Certificate of Merger”) to file with the Secretary of State for of the State of DelawareDelaware a certificate of merger, in such the form required by and manner provided executed in accordance with the relevant provisions of the DGCL (the "DIRECTV Certificate of Merger") and the DLLCA. The Company shall make all other filings or recordings 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 connection with the Company Certificate of DIRECTV 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 The DIRECTV Merger shall become effective upon the due filing of the appropriate DIRECTV Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the DIRECTV Certificate of Merger (the time at which the DIRECTV Merger becomes effective is herein referred to as the "DIRECTV Effective Time").
(b) Splitco shall file with the Secretary of State for of the State of Delaware ora certificate of merger, in each case, at such time thereafter as is provided the form required by and executed in such accordance with the relevant provisions of the DGCL (the "Splitco Certificate of Merger") and shall make all other filings or recordings required under the DGCL in connection with the Splitco Merger. The parties shall cause the Splitco Merger as agreed to by the Company and GameStop; provided that the Mergers shall become effective immediately after the DIRECTV Effective Time (the time at which the same time (such time Splitco Merger becomes effective is herein referred to as the Mergers become effective, the “"Merger Effective Time”").
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