Filing of Articles of Merger; Effective Date Sample Clauses

Filing of Articles of Merger; Effective Date. If (a) this Agreement is adopted by the shareholders of Triton-Florida, in accordance with the Florida Business Corporation Act, (b) this Agreement has been adopted by Triton-Florida as the sole shareholder of Triton-Nevada, in accordance with the Nevada Revised Statutes, and (c) this Agreement is not thereafter, and has not theretofore been, terminated or abandoned as permitted by the provisions hereof, then an Articles of Merger shall be filed and recorded in accordance with the Nevada Revised Statutes and an Articles of Merger shall be filed and recorded in accordance with the Florida Business Corporation Act. Such filings shall be made on the same day. The Merger shall become effective at 9:00 A.M. on the calendar day following the day of such filing in Nevada, which date and time is herein referred to as the "Effective Date".
Sample 1
AutoNDA by SimpleDocs
Filing of Articles of Merger; Effective Date. If this Agreement is not thereafter, and has not theretofore been, terminated or abandoned as permitted by the provisions hereof, then duly authorized officers of the respective parties shall make and execute Articles of Merger and a Certificate of Merger and shall cause such documents to be filed with the State of Florida and the State of Delaware, respectively, in accordance with the laws of such States. The Merger shall become effective at 12:01 a.m., Eastern Time, on February 14, 2007 (the “Effective Date”).
Sample 1
Filing of Articles of Merger; Effective Date. If (a) this Agreement is adopted by the shareholders of Boulder- Colorado, in accordance with the Colorado Business Corporation Act, (b) this Agreement has been adopted by Boulder-Colorado as the sole shareholder of Boulder-Nevada, in accordance with the Nevada Revised Statutes, and (c) this Agreement is not thereafter, and has not theretofore been terminated or abandoned as permitted by the provisions hereof, then an Articles of Merger shall be filed and recorded in accordance with the Nevada Revised Statutes and an Articles of Merger shall be filed and recorded in accordance with the Colorado Business Corporation Act. Such filings shall be made on the same day. The Merger shall become effective at 9:00 A.M. on the calendar day following the day of such filing in Nevada, which date and time is herein referred to as the "Effective Date."
Sample 1
Filing of Articles of Merger; Effective Date. If this Agreement has not been, terminated or abandoned as permitted by the provisions hereof, then the Certificate of Merger shall be filed and recorded with the State of Florida. The Merger shall become effective on the date the Certificate of Merger is filed with the Florida Department of State, which date is herein referred to as the “Effective Date.”
Sample 1
Filing of Articles of Merger; Effective Date. If (a) this Agreement is adopted by the shareholders of Cheshire, in accordance with the Delaware General Corporation Law, (b) this Agreement has been adopted by Pacific as the sole shareholder of Cheshire, in accordance with the Colorado Corporation Law, and (c) this Agreement is not thereafter, and has not theretofore been terminated or abandoned as permitted by the provisions hereof, then an Articles of Merger shall be filed and recorded in accordance with the Colorado Corporation Law and Articles of Merger shall be filed and recorded in accordance with the Delaware General Corporation Law. Such filings shall be made on the same day. The Merger shall become effective at 9:00 A.M. on the calendar day following the day of such filing in Delaware, which date and time is herein referred to as the "Effective Date."
Sample 1
Filing of Articles of Merger; Effective Date. Unless this Agreement has been terminated or abandoned as permitted by the provisions hereof, then, once the requisite stockholder approval has been obtained for each of Pac-Van and GFNMS, Articles of Merger shall be filed and recorded in accordance with the IBCL and the Merger shall become effective on the date of such filing (the "Effective Date").
Sample 1
Filing of Articles of Merger; Effective Date. If (a) this Agreement is adopted by the directors of FHI, in accordance with the Nevada Revised Statutes, and (b) this Agreement is not thereafter, and has not theretofore been terminated or abandoned as permitted by the provisions hereof, then Articles of Merger shall be filed and recorded in accordance with Chapter 92A.180 of the Nevada Revised Statutes. The Merger shall become effective on December 31, 2010, which date and time are herein referred to as the “Effective Date.”
Sample 1
AutoNDA by SimpleDocs
Filing of Articles of Merger; Effective Date. If (a) this Agreement is adopted by the directors of Allstar Restaurants, in accordance with the Nevada Revised Statutes, (b) this Agreement is adopted by the directors of China Pharmaceuticals, in accordance with the Nevada Revised Statutes, and (c) this Agreement is not thereafter, and has not theretofoe been terminated or abandoned as permitted by the provisions hereof, then the Articles of Merger shall be filed and recorded in accordance with Chapter 92A.180 of the Nevada Revised Statutes. The Merger shall become effective at the close of business on the day before the change to the Corporation's name becomes effective on the OTCBB, or as soon as possible thereafter, which date and time are herein referred to as the "Effective Date."
Sample 1
Filing of Articles of Merger; Effective Date. If (a) this Agreement is adopted by the shareholders of PMWK-New York, in accordance with the New York Business Corporation Law, (b) this Agreement has been adopted by PMWK-New York as the sole shareholder of PMWK-Nevada, in accordance with the Nevada Revised Statutes, and (c) this Agreement is not thereafter, and has not theretofore been terminated or abandoned as permitted by the provisions hereof, then an Articles of Merger shall be filed and recorded in accordance with the Nevada Revised Statutes and an Articles of Merger shall be filed and recorded in accordance with the New York Business Corporation Law. Such filings shall be made on the same day. The Merger shall become effective at 9:00 A.M. on the calendar day following the day of such filing in Nevada, which date and time is herein referred to as the "Effective Date."
Sample 1

Related to Filing of Articles of Merger; Effective Date

  • DELIVERY AND FILING OF ARTICLES OF MERGER The Constituent Corporations will cause Articles of Merger with respect to the Merger (the "Articles of Merger") to be signed, verified and delivered to the Secretary of State of the State of Delaware and, if required, the Articles of Merger or a similar document to be signed, verified and filed with the relevant authorities in the jurisdiction in which the COMPANY is organized, on or before the Closing Date (as defined in Section 4).

  • 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.

  • Effective Date of Merger Upon satisfaction or waiver (in accordance with the provisions of this Agreement) of each of the conditions set forth herein, the parties hereto shall execute and cause to be filed Articles of Combination, and/or such certificates or further documents as shall be required by the OTS, the Office of the Secretary of the OTS, and with such other federal or state regulatory agencies as may be required. Upon approval by the OTS, and endorsement of such certificates, the Merger and other transactions contemplated by this Agreement shall become effective. The Effective Date for all purposes hereunder shall be the date of such endorsement.

  • 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.

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

  • Certificate of Merger or Conversion Upon the required approval by the Manager of a Merger Agreement or a Plan of Conversion, as the case may be, a certificate of merger or certificate of conversion, as applicable, shall be executed and filed with the Secretary of State of the State of Delaware in conformity with the requirements of the Delaware Act.

  • 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.

  • Termination of Merger 9.1 This Agreement may be terminated and the Merger abandoned at any time prior to the Effective Date, whether before or after shareholder approval of this Agreement, by the consent of the Board of Directors of MLGT and CXNG.

  • Filing of Certificate of Merger Subject to the provisions of this Agreement, at the Closing, the Parties shall cause the Merger to become effective by causing the Surviving Corporation to execute and file in accordance with the DGCL a certificate of merger with the Secretary of State of the State of Delaware (the “Certificate of Merger”). The Merger shall become effective upon such filing, or at such later date and time as is agreed to by Parent and the Company and set forth in the Certificate of Merger (the “Effective Time”).

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

Time is Money Join Law Insider Premium to draft better contracts faster.