Common use of Effectiveness of the Merger Clause in Contracts

Effectiveness of the Merger. 2.1 The parties to this Agreement agree that, on the terms and subject to the conditions of this Agreement and the Agreement and Plan of Merger and in accordance with the Companies Act, at the Effective Time, the Company shall be merged with and into Merger Sub with Merger Sub surviving such Merger and continuing as the surviving Bermuda exempted company and the Company shall cease to exist and shall be struck off the Register of Companies in Bermuda. 2.2 The Merger shall be conditional on: 2.2.1 the satisfaction (or, if capable of waiver, waiver in accordance with the terms of the Agreement and Plan of Merger) on or before the Walk-Away Date of each of the Merger Conditions; and 2.2.2 the issuance of the Certificate of Merger by the Registrar of Companies. 2.3 The Merger shall become effective at the time and date shown on the Certificate of Merger issued by the Registrar of Companies in Bermuda.

Appears in 2 contracts

Samples: Merger Agreement (Montpelier Re Holdings LTD), Merger Agreement (Endurance Specialty Holdings LTD)

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Effectiveness of the Merger. 2.1 The parties to this Agreement agree that, on the terms and subject to the conditions of this Agreement and the Agreement and Plan of Merger and in accordance with Merger, pursuant to Section 104H of the Companies Act, at the Effective Time, the Company Merger Sub shall be merged with and into Merger Sub the Company with Merger Sub the Company surviving such Merger merger and continuing as the surviving Bermuda exempted company and the Company Merger Sub shall cease to exist and shall be struck off the Register register of Companies companies in Bermuda. 2.2 The Merger shall be conditional on: 2.2.1 the satisfaction (or, if capable of waiver, waiver in accordance with the terms of the Agreement and Plan of Merger) on or before the Walk-Away Date of each of the Merger Conditions; and 2.2.2 the issuance of the Certificate of Merger by the Registrar of CompaniesRegistrar. 2.3 The Merger shall become effective upon the issuance of the Certificate of Merger by the Registrar at the time and date shown on the Certificate of Merger issued by the Registrar of Companies in BermudaMerger.

Appears in 1 contract

Samples: Merger Agreement (Xl Group LTD)

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Effectiveness of the Merger. 2.1 The parties to this Agreement agree that, on the terms and subject to the conditions of this Agreement and the Agreement and Plan of Merger and in accordance with the Companies Act, at the Effective Time, the Company Merger Sub shall be merged with and into Merger Sub the Company with Merger Sub the Company surviving such Merger and continuing as the surviving Bermuda exempted company and the Company Merger Sub shall cease to exist and shall be struck off the Register of Companies in Bermuda. 2.2 The Merger shall be conditional on: 2.2.1 the satisfaction (or, if capable of waiver, waiver in accordance with the terms of the Agreement and Plan of Merger) on or before the Walk-Away Date of each of the Merger Conditions; and 2.2.2 the issuance of the Certificate certificate of Merger merger by the Registrar of Companies. 2.3 The Merger shall become effective at the time and date shown on the Certificate of Merger issued by the Registrar of Companies in Bermuda.

Appears in 1 contract

Samples: Merger Agreement (Endurance Specialty Holdings LTD)

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