Filing of Agreement of Merger Sample Clauses

Filing of Agreement of Merger. At the time of the Closing, the parties shall cause the Merger to be consummated by filing the duly executed Agreement of Merger with the Secretary of State of the State of California in accordance with the relevant provisions of the Corporations Code (the date and time of such filing is referred to herein as the "Effective Date" or "Effective Time").
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Filing of Agreement of Merger. As soon as practicable, but in no event later than the tenth calendar day after which each of the conditions set forth in Article VI hereof has been satisfied or waived (other than those conditions that by their nature are to be satisfied at Closing) or such other time as the parties may agree, Folsom Lake Bank and Central Valley Community Bank will file, or cause to be filed, with the DBO and the California Secretary of State an agreement of merger in substantially the form of Annex C to this Agreement effecting the Merger. The Merger shall become effective at the time that such agreement of merger has been filed with the DBO as provided in Section 4887(c) of the California Financial Code (the “Effective Time”).
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Filing of Agreement of Merger. As soon as practicable, but in no event later than the tenth calendar day after which each of the conditions set forth in Article VI hereof has been satisfied or waived (other than those conditions that by their nature are to be satisfied at Closing) or such other time as the parties may agree, VCBank and Central Valley Community Bank will file, or cause to be filed, with the California Department of Financial Institutions and the California Secretary of State an agreement of merger in substantially the form of Annex B to this Agreement, effecting the Merger and the Merger shall become effective at that time (the “Effective Time”).
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Filing of Agreement of Merger. On the Effective Date, subject to the provisions of this Agreement, the Agreement of Merger shall be duly executed by the Company and Subco and the officers’ certificates of the Company and Subco required by Section 1103 of the CCC shall be duly executed by the Company and Subco, respectively. Concurrently with or as soon as practicable following the Closing (but on the Effective Date), such Agreement of Merger and officers’ certificates shall be delivered to the Secretary of State of the State of California for filing. The Merger shall become effective upon the date and time of the filing of such Agreement of Merger and officers’ certificates with the Secretary of State of the State of California (the “Effective Time”).
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Filing of Agreement of Merger. On the date of the Closing, but not prior to the Closing, the Agreement of Merger shall be filed with the offices of the Secretary of State of the State of New Hampshire and the merger of Sub with and into IntelliLink shall be consummated.
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Filing of Agreement of Merger. On the date of the Closing, but not ----------------------------- prior to the Closing, the Agreement of Merger shall be filed with the offices of the Secretary of State of the States of Delaware and Texas and the merger of MSS with and into NNH shall be consummated.
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Filing of Agreement of Merger. As soon as practicable, but in no event later than the tenth (10th) calendar day after which each of the conditions set forth in Article VII hereof has been satisfied or waived (other than those conditions that by their nature are to be satisfied at Closing) or such other time as the parties may agree, BHC and FULB will file, or cause to be filed, with the California Secretary of State an agreement of merger in substantially the form of Annex C to this Agreement, effecting the Merger, and the Merger shall become effective at that time (the “Effective Time”). Immediately following the Effective Time, BAY and UBB will file, or cause to be filed, with the California Secretary of State and DBO an agreement of merger, effecting the Bank Merger, and the Bank Merger shall become effective at that time (the “Bank Merger Effective Time”).
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Filing of Agreement of Merger. Effective Date --------------------------------------------- (a) Xircom, as the sole stockholder of Xircom Merger Sub, and Xircom Merger Sub, by their execution and delivery of this Agreement, hereby confirm and acknowledge that they have approved and adopted this Agreement in accordance with the DGCL and the Certificate of Incorporation and By-Laws of Xircom Merger Sub, and represent that any and all actions required to approve and adopt this Agreement and the Merger upon the terms and conditions herein set forth under the DGCL or such Certificate of Incorporation or By-Laws have been or will be, on or prior to the Effective Date, taken. (b) Omnipoint Finance, as the sole stockholder of OTHI on the date hereof and OTHI, by their execution and delivery of this Agreement, hereby confirm and acknowledge that they have approved and adopted this Agreement in accordance with the DGCL and the Certificate of Incorporation and By-Laws of OTHI, and represent that any and all actions required to approve and adopt this Agreement and the Merger upon the terms and conditions herein set forth under the DGCL or such Certificate of Incorporation or By-Laws have been or will be, on or prior to the Effective Date, taken. (c) Xircom Merger Sub and OTHI shall file a Certificate of Merger in accordance with the DGCL on the later to occur of (i) June 27, 2000 and (ii) the first Business Day on which the conditions precedent in Sections 8.5 and 9.5 are satisfied (or waived), or at such other time, date and place as Xircom and VoiceStream shall agree in writing (the "Effective Date").
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Filing of Agreement of Merger. Upon (i) Acquiror’s receipt of the Certificates, the Stock Powers and the Shareholder Consents and one (1) original copy of each of the Other Closing Documents and (ii) Xxxx Xxxxxx’x receipt of one (1) original copy of each the Other Closing Documents and confirmation from F&K that it has received the Closing Wire, Target shall cause its agents to file (x) the Agreement of Merger, together with any required certificates, with the Secretary of State of the State of California, and (y) a Certificate of Merger with the Secretary of State of the State of Delaware.
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Related to Filing of Agreement of Merger

  • Terms of Merger 2 2.1 Charter..............................................................2 2.2 Bylaws...............................................................2 ARTICLE 3 -

  • Filing of Agreement Upon execution of this Agreement, it shall be filed with the appropriate state regulatory agency pursuant to the requirements of Section 252 of the Act. If the regulatory agency imposes any filing or public notice fees regarding the filing or approval of the Agreement, Carrier shall be responsible for publishing the required notice and the publication and/or notice costs shall be borne by Carrier.

  • Effect of Merger (a) At the effective time of the certificate of merger: (i) all of the rights, privileges and powers of each of the business entities that has merged or consolidated, and all property, real, personal and mixed, and all debts due to any of those business entities and all other things and causes of action belonging to each of those business entities, shall be vested in the Surviving Business Entity and after the merger or consolidation shall be the property of the Surviving Business Entity to the extent they were of each constituent business entity; (ii) the title to any real property vested by deed or otherwise in any of those constituent business entities shall not revert and is not in any way impaired because of the merger or consolidation; (iii) all rights of creditors and all liens on or security interests in property of any of those constituent business entities shall be preserved unimpaired; and (iv) all debts, liabilities and duties of those constituent business entities shall attach to the Surviving Business Entity and may be enforced against it to the same extent as if the debts, liabilities and duties had been incurred or contracted by it. (b) A merger or consolidation effected pursuant to this Article shall not be deemed to result in a transfer or assignment of assets or liabilities from one entity to another.

  • Articles of Merger The Parties agree that, as soon as practicable after satisfaction of all conditions to the Merger, they will jointly file executed Articles of Merger with the Department and make all other filings or recordings required by Maryland law in connection with the Merger.

  • Approval of Merger The Merger shall be governed by Section 251(h) of the DGCL and shall be effected by Parent, Merger Sub and the Company as soon as practicable following the consummation of the Offer, without a vote of the stockholders of the Company, pursuant to Section 251(h) of the DGCL.

  • Certificate of Merger Upon the required approval by the General Partner and the Unitholders of a Merger Agreement, a certificate of merger shall be executed and filed with the Secretary of State of the State of Delaware in conformity with the requirements of the Delaware Act.

  • Termination of Merger Agreement This Agreement shall be binding upon Holder upon Holder’s execution and delivery of this Agreement, but this Agreement shall only become effective upon the Closing. Notwithstanding anything to the contrary contained herein, in the event that the Merger Agreement is terminated in accordance with its terms prior to the Closing, this Agreement and all rights and obligations of the parties hereunder shall automatically terminate and be of no further force or effect.

  • AGREEMENT AND PLAN OF MERGER ANNEX A-9

  • Effects of Merger The Merger shall have the effects set forth in Section 259 of the DGCL.

  • AMENDMENT OF AGREEMENT; MERGER The General Partner’s consent shall be required for any amendment to this Agreement. The General Partner, without the consent of the Limited Partners, may amend this Agreement in any respect or merge or consolidate the Partnership with or into any other partnership or business entity (as defined in Section 17-211 of the Act) in a transaction pursuant to Section 7.1(b), (c) or (d) hereof; provided, however, that the following amendments and any other merger or consolidation of the Partnership shall require the consent of Limited Partners holding more than 50% of the Percentage Interests of the Limited Partners: (a) any amendment affecting the operation of the Redemption Right (except as provided in Section 8.5(d), 7.1(b) or 7.1(c)) in a manner adverse to the Limited Partners; (b) any amendment that would adversely affect the rights of the Limited Partners to receive the distributions payable to them hereunder, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.3; (c) any amendment that would alter the Partnership’s allocations of Profit and Loss to the Limited Partners, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.3; or (d) any amendment that would impose on the Limited Partners any obligation to make additional Capital Contributions to the Partnership.

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