Filing of Agreements of Merger Sample Clauses

Filing of Agreements 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, Merger Sub and BFC will file, or cause to be filed, with the New Mexico Secretary of State an agreement of merger in substantially the form of Annex B to this Agreement, effecting the Primary Merger, and the Primary Merger shall become effective at that time (the “Primary Merger Effective Time.”) Immediately following the Primary Merger Effective Time, BFC and BCML will file, or cause to be filed, with the California Secretary of State and the New Mexico Secretary of State an agreement of merger in substantially the form of Annex C to this Agreement, effecting the Holding Company Merger, and the Holding Company Merger shall become effective at that time (the “Holding Company Merger Effective Time”). Immediately following the Holding Company Merger Effective Time, BANK and UBB will file, or cause to be filed, with the California Secretary of State and DBO and the New Mexico Secretary of State an agreement of merger in substantially the form of Annex D to this Agreement, effecting the Bank Merger, and the Bank Merger shall become effective at that time (the “Bank Merger Effective Time”).
Sample 1
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Related to Filing of Agreements of Merger

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

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

  • 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.

  • Authorization of Merger All actions necessary to authorize the execution, delivery and performance of this Agreement by Company and the consummation of the transactions contemplated hereby shall have been duly and validly taken by the Board of Directors and stockholders of Company.

  • Conditions of Merger 50 SECTION 7.1 Conditions to Obligation of Each Party to Effect the Merger.............................................. 50 SECTION 7.2 Additional Conditions to Obligation of Parent and Purchaser to Effect the Merger...................... 51 SECTION 7.3 Additional Conditions to Obligation of the Company to Effect the Merger................................... 51 ARTICLE VIII

  • 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.

  • Effect of Merger (a) At the effective time of the certificate of merger:

  • Termination of Merger Agreement 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.

  • 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.

  • Effect of Merger, Consolidation, Etc At the option of the Holder, the sale, conveyance or disposition of all or substantially all of the assets of the Borrower, the effectuation by the Borrower of a transaction or series of related transactions in which more than 50% of the voting power of the Borrower is disposed of, or the consolidation, merger or other business combination of the Borrower with or into any other Person (as defined below) or Persons when the Borrower is not the survivor shall either: (i) be deemed to be an Event of Default (as defined in Article III) pursuant to which the Borrower shall be required to pay to the Holder upon the consummation of and as a condition to such transaction an amount equal to the Default Amount (as defined in Article III) or (ii) be treated pursuant to Section 1.6(b) hereof. “Person” shall mean any individual, corporation, limited liability company, partnership, association, trust or other entity or organization.

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