Effective Time of the Subsidiary Merger Sample Clauses

Effective Time of the Subsidiary Merger. Subject to the provisions of this Agreement, the Subsidiary Merger shall become effective in accordance with the terms of the Certificate of Merger (the “Certificate of Merger”) to be issued by the Director of the New Mexico Financial Institution Division. The term “Subsidiary Merger Effective Time” shall mean the date and time when the Subsidiary Merger becomes effective, as specified on the Certificate of Merger, which shall be immediately following the effective time of the Parent Merger.
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Effective Time of the Subsidiary Merger. Subject to the provisions of this Agreement, the Subsidiary Merger shall become effective in accordance with the terms of the Certificate of Merger pursuant to N.J.S.A. 17:9A-137 (the "Certificate of Merger") which shall be filed with the New Jersey Department of Banking and Insurance (the "Banking Department") immediately following the Effective Time (as defined in Section 1.6 of the HUBCO Merger Agreement). The term "Subsidiary Merger Effective Time" shall be the date and time when the Subsidiary Merger becomes effective, as set forth in the Certificate of Merger.
Sample 1
Effective Time of the Subsidiary Merger. On the Closing Date, immediately following the Effective Time, with respect to the Subsidiary Merger, the Parties will execute and file in the office of the Secretary of State of the State of Delaware a certificate of merger executed in accordance with the DGCL and the DLLCA. The Subsidiary Merger will become effective at the time of filing such certificate of merger with the Secretary of State of the State of Delaware in accordance with the DGCL and the DLLCA, or at such later time as is agreed upon by the Parties and as set forth in such certificate of merger.
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Effective Time of the Subsidiary Merger. Subject to the provisions of this Agreement, the Subsidiary Merger shall become effective in accordance with the terms of the Certificate of Merger pursuant to N.J.S.A. 17:9A-137 (the "Certificate of Merger") which shall be filed with the New Jersey Department of Banking and Insurance (the "Banking Department") and the written notice regarding the consummation of the Subsidiary Merger (the "Notice") which shall be filed with the Office of the Comptroller of the Currency (the "OCC") immediately following the Effective Time (as defined in Section 1.6 of the Parent Merger Agreement). The term "Subsidiary Merger Effective Time" shall be the date and time when the Subsidiary Merger becomes effective, as set forth in the Certificate of Merger and the Notice.
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Effective Time of the Subsidiary Merger. Subject to the provisions of this Agreement, on the Subsidiary Merger Closing Date (as defined below) the Bank and the Buyer Bank shall (i) file with the Secretary of State of the State of Colorado the statement of merger and any other appropriate documents (all of such documents the “Statement of Merger”) executed and acknowledged in accordance with the relevant provisions of the Colorado Business Corporation Act and (ii) file with the Director of Financial Institutions Division pursuant to the New Mexico Banking Act and the Public Regulation Commission of the State of New Mexico this Agreement together with copies of the resolutions of the Bank and the Buyer Bank approving this Agreement and a certificate of the appropriate officers of each of the Buyer Bank and the Bank that no shareholders of each party voted against approval of this Agreement. The Subsidiary Merger shall become effective upon the later of the date on which (i) the Statement of Merger has been duly filed with the Secretary of State of the State of Colorado and (ii) this Agreement has been filed with the Director of Financial Institutions Division and the Public Regulation Commission of the State of New Mexico, or such other time as is agreed upon by the parties and specified in the Statement of Merger, and such time is hereinafer referred to as the “Subsidiary Merger Effective Time”.
Sample 1
Effective Time of the Subsidiary Merger. (a) Upon the terms and subject to the conditions set forth in this Agreement, a certificate of merger (the “Subsidiary Certificate of Merger”) meeting the requirements of Section 251 of the Delaware General Corporation Law (the “DGCL”) shall be duly executed and delivered by the applicable parties hereto and thereafter delivered to the Secretary of State of the State of Delaware filing on the Closing Date. (b) The Subsidiary Merger shall become effective at the time of filing of the Subsidiary Certificate of Merger with the Secretary of State of the State of Delaware or at such time thereafter which the parties hereto shall have agreed upon as provided in the Subsidiary Certificate of Merger (the “Subsidiary Merger Effective Time”).
Sample 1
Effective Time of the Subsidiary Merger. Subject to the provisions of this Agreement, the Subsidiary Merger shall become effective in accordance with the terms of the Certificate of Merger which the Bank shall prepare and execute pursuant to N.J.S.A. 17:9A-137 and Section 214a of the National Bank Merger Act, as amended (the "CERTIFICATE OF MERGER") and which shall be filed with the New Jersey Department of Banking and Insurance (the "NEW JERSEY DEPARTMENT") and the Office of the Comptroller of the CurrencY ("OCC"), and together with the New Jersey Department, the "BANKING DEPARTMENTS" respectively, immediately following the Closing Date (as defined below). The term "SUBSIDIARY MERGER EFFECTIVE TIME" shall be the date and time when the Subsidiary Merger becomes effective, as set forth in the Certificate of Merger.
Sample 1
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Related to Effective Time of the Subsidiary Merger

  • Effective Time of the Merger The Merger shall become effective at such time (the "Effective Time") as shall be stated in a Certificate of Merger, in a form mutually acceptable to Parent and the Company, to be filed with the Secretary of State of the State of Delaware in accordance with the DGCL (the "Merger Filing"). The Merger Filing shall be made simultaneously with or as soon as practicable after the closing of the transactions contemplated by this Agreement in accordance with Section 3.5.

  • Effective Time of Merger This Merger Agreement, or a Certificate of Ownership and Merger setting forth the information required by, and otherwise in compliance with, Section 253 of the General Corporation Law of the State of Delaware with respect to the Merger, shall be delivered for filing with the Secretary of State of the State of Delaware. This Merger Agreement, or Articles of Merger setting forth the information required by, and otherwise in compliance with, Article 5.16 of the Texas Business Corporation Act with respect to the Merger, shall be delivered for filing with the Secretary of State of the State of Texas. The Merger shall become effective upon the later of (i) the day and at the time the Secretary of State of the State of Delaware files such Certificate of Ownership and Merger, and (ii) the day and at the time the Secretary of State of the State of Texas files such Articles of Merger (the time of such effectiveness is herein called the "Effective Time"). Notwithstanding the foregoing, by action of its Board of Directors, either of NewSub2 or AssetCo may terminate this Merger Agreement at any time prior to the filing of the Certificate of Ownership and Merger with respect to the Merger with Secretary of State of the State of Delaware and the Articles of Merger with respect to the Merger with Secretary of State of the State of Texas.

  • Merger of Merger Sub into the Company Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time (as defined in Section 1.3), Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The Company will continue as the surviving corporation in the Merger (the "Surviving Corporation").

  • Effective Time Subject to the provisions of this Agreement, at the Closing, the Company will cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCL. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Merger Sub in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).

  • Capitalization of Merger Sub The authorized capital stock of Merger Sub consists solely of 1,000 shares of common stock, par value $0.01 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Parent or a direct or indirect wholly-owned Subsidiary of Parent. Merger Sub has not conducted any business prior to the date hereof and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.

  • The Merger On the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL (including Section 251(h) of the DGCL), Merger Sub shall be merged with and into the Company at the Effective Time. At the Effective Time, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation (the “Surviving Corporation”).

  • Capital Stock of Merger Sub Each share of capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock, par value $0.0001 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

  • Second Merger At the Second Effective Time, by virtue of the Second Merger and without any action on the part of the Surviving Corporation or Parent or the holders of any securities of the Surviving Corporation or Parent, each share of common stock, par value $0.001 per share, of the Surviving Corporation issued and outstanding immediately prior to the Second Effective Time shall no longer be outstanding and shall automatically be canceled and shall cease to exist without any consideration being payable therefor.

  • Conversion of Merger Sub Capital Stock Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.

  • Effective Times (a) On the terms and subject to the conditions set forth herein, on the day immediately prior to the Closing Date, Pubco, Acquiror and LLC Merger Sub shall cause the Pubco Merger to be consummated by (i) filing the certificate of merger in the form to be agreed to by Acquiror and the Company (the “Pubco Merger Certificate of Merger”) with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DLLCA and (ii) executing a plan of merger in the form to be agreed to by Acquiror and the Company (the “Plan of Merger”) and filing such Plan of Merger and other documents required under the Companies Act with the Registrar of Companies of the Cayman Islands in accordance with the applicable provisions of the Companies Act (the time of the latter of such filings, or such later time as may be specified in the Pubco Merger Certificate of Merger, being the “Pubco Merger Effective Time”). (b) On the terms and subject to the conditions set forth herein, on the Closing Date, but after the Corp Merger Sub Contribution, Pubco, the Company and Corp Merger Sub shall cause the First Merger to be consummated by filing the certificate of merger in the form to be agreed to by Acquiror and the Company (the “First Certificate of Merger”) with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DGCL (the time of such filing, or such later time as may be agreed in writing by the Company and Acquiror and specified in the First Certificate of Merger, being the “First Effective Time”). As soon as practicable following the First Effective Time and in any case on the same day as the First Effective Time, Pubco, the Surviving Corporation and LLC Merger Sub shall cause the Second Merger to be consummated by filing the certificate of merger in the form of Exhibit I to be agreed to by Acquiror and the Company (the “Second Certificate of Merger”) with the Secretary of State of the State of Delaware, in accordance with the applicable provisions of the DGCL and DLLCA (the time of such filing, or such later time as may be agreed in writing by the Company and Acquiror and specified in the Second Certificate of Merger, being the “Second Effective Time”).

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