Filing of Certificates of Merger; Effective Time Sample Clauses

Filing of Certificates of Merger; Effective Time. Subject to the provisions of this Agreement, an Agreement of Merger and the certificates of approval of agreement of merger in the form attached as EXHIBIT A hereto (the "California Certificates of Merger") and a certificate of merger in the form attached as EXHIBIT B hereto (the "Delaware Certificate of Merger") shall be duly prepared, executed and acknowledged as provided therein. The California Certificates of Merger shall be delivered to the Secretary of State of the State of California for filing as provided in the CGCL and the Delaware Certificate of Merger shall be delivered to the Secretary of State of the State of Delaware for filing as provided in the DGCL simultaneously with the Closing (as defined in Section 2.01). The Merger shall become effective upon the filing and recording of the California Certificates of Merger with the Secretary of State of the State of California and the Delaware Certificate of Merger with the Secretary of State of the State of Delaware (the "Effective Time").
Sample 1
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Filing of Certificates of Merger; Effective Time. As promptly as practicable, the parties shall cause a certificate of merger to be filed with the Secretary of State of Florida in accordance with the FGCL (the "Merger Certificates") and shall take all further actions required by law to make the Merger effective. The Merger will be effective once both Merger Certificates have been duly filed (the time of effectiveness of the Merger, the "Effective Time").
Sample 1
Filing of Certificates of Merger; Effective Time. As promptly as practicable, the parties shall cause a certificate of merger to be filed with the Secretary of State of California in accordance with the CGCL (the "Merger Certificates") and shall take all further actions required by law to make the Merger effective. The Merger will be effective once both Merger Certificates have been duly filed (the time of effectiveness of the Merger, the "Effective Time").
Sample 1
Filing of Certificates of Merger; Effective Time. As soon as practicable on the Closing Date, each Merger Sub and Company, as applicable, will cause the certificate of merger for the applicable Merger (each, a “Certificate of Merger” and, collectively, the “Certificates of Merger”) to be executed and filed with the Secretary of State of the State of Delaware simultaneously with the other Certificates of Merger as provided in Section 251 of the DGCL. For purposes of this Agreement, the “Effective Time” means the time at which the Certificates of Merger have been duly filed in the Office of the Secretary of State of the State of Delaware and become effective in accordance with the DGCL.
Sample 1
Filing of Certificates of Merger; Effective Time. As soon as practicable on the Closing Date, the Company will cause the certificate of merger for the Merger (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. For purposes of this Agreement, the “Effective Time” means the time at which the Certificate of Merger has been duly filed in the Office of the Secretary of State of the State of Delaware and becomes effective in accordance with the DGCL.
Sample 1

Related to Filing of Certificates of Merger; Effective Time

  • 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”).

  • Certificate of Merger or Certificate of Conversion Upon the required approval by the General Partner and the Unitholders of a Merger Agreement or the Plan of Conversion, as the case may be, a certificate of merger or certificate of conversion or other filing, as applicable, shall be executed and filed with the Secretary of State of the State of Delaware or the appropriate filing office of any other jurisdiction, as applicable, in conformity with the requirements of the Delaware Act or other applicable law.

  • 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.

  • 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.

  • 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").

  • 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.

  • Conversion of Merger Sub Stock Each share of capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one (1) validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation, which shares at such time shall comprise the only outstanding shares of capital stock of the Surviving Corporation.

  • 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.

  • 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.

  • Merger Effective Time On the terms and subject to the conditions set forth in this Agreement and the Statutory Merger Agreement, the Company, Parent and Merger Sub will (a) on the Closing Date, execute and deliver the Statutory Merger Agreement, (b) on or prior to the Closing Date, cause an application for registration of the Surviving Company (the “Merger Application”) to be executed and delivered to the Registrar of Companies in Bermuda (the “Registrar”) as provided under Section 108 of the Bermuda Companies Act and to be accompanied by the documents required by Section 108(2) of the Bermuda Companies Act and (c) cause to be included in the Merger Application a request that the Registrar issue the certificate of merger with respect to the Merger (the “Certificate of Merger”) on the Closing Date at the time of day mutually agreed upon by the Company and Parent and set forth in the Merger Application. 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. The Company, Parent and Merger Sub agree that they will request that the Registrar provide in the Certificate of Merger that the effective time of the Merger shall be 10:00 a.m., Bermuda time (or such other time mutually agreed upon by the Company and Parent), on the Closing Date (such time, the “Effective Time”).

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