Filing of Plan of Merger Sample Clauses

Filing of Plan of Merger. At the Closing, the parties shall cause the Merger to be consummated by filing duly executed Articles of Merger, or an Agreement of Merger, as applicable, with the Secretaries of State of the States of Nevada and Colorado in such form as HomeSeekers determines is required by and in accordance with the relevant provisions of the NRS and the CRS (the date of such filing is referred to herein as the "Effective Date").
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Filing of Plan of Merger. Upon adoption and approval of the Plan of Merger by the Boards of Directors and shareholders of the Constituent of Corporations in accordance with Section 302A.613 of the Minnesota Business Corporation Act, Articles of Merger in accordance with Section 302A.615 of the Minnesota Business Corporation Act shall be executed and delivered to the Secretary of State of the State of Minnesota for filing as provided by the Minnesota Business Corporation Act. The Constituent Corporations shall also cause to be performed all necessary acts within the State of Minnesota and elsewhere to effectuate the Merger. Exhibit B VOTING AGREEMENT VOTING AGREEMENT, dated as of November 5, 2010 (this “Agreement”), by and among CARDIONET, INC., a Delaware corporation (“Parent”), and ____________________________ (“Shareholder”), a shareholder of BIOTEL INC., a Minnesota corporation (the “Company”).
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Filing of Plan of Merger. At the Closing, the parties shall cause the Merger to be consummated by filing duly executed Articles of Merger with the Secretary of State of the State of Maryland, in such form as Parent reasonably determines is required by and in
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Filing of Plan of Merger. At the Closing, the parties shall cause the Merger to be consummated by filing a duly executed Certificate of Merger with the Secretary of State of the State of Delaware in such form as Viasource determines is required by and in accordance with the relevant provisions of the Delaware General Corporation Law, as amended (the date and time of such filings is referred to herein as the "EFFECTIVE DATE" or "EFFECTIVE TIME").
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Filing of Plan of Merger. Upon adoption and approval of the Plan of Merger by the Board of Directors of the Surviving Corporation and the Board of Directors and Shareholders of the Merged Corporation, Articles of Merger shall be executed and delivered to the Secretary of State of the State of Colorado for filing as provided by the Colorado Business Corporation Act. The Constituent Corporations shall also cause to be performed all necessary acts within the State of Colorado and elsewhere to effectuate the Merger.
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Filing of Plan of Merger. At the Closing, the parties shall cause the Merger to be consummated by filing: (i) a duly executed Certificate of Merger with the Secretary of State of the State of Delaware; and (ii) duly executed Articles of Merger with the Secretary of State of the Commonwealth of Kentucky, in such form as ViaSource and the Company determine is required by and in accordance with the relevant provisions of the Delaware General Corporation Law and the
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Filing of Plan of Merger. Upon adoption and approval of the Plan of Merger by the Boards of Directors and shareholders of the Constituent of Corporations in accordance with Section 302A.613 of the Minnesota Business Corporation Act, Articles of Merger in accordance with Section 302A.615 of the Minnesota Business Corporation Act shall be executed and delivered to the Secretary of State of the State of Minnesota for filing as provided by the Minnesota Business Corporation Act. The Constituent Corporations shall also cause to be performed all necessary acts within the State of Minnesota and elsewhere to effectuate the Merger. Exhibit B
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Related to Filing of Plan of Merger

  • AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (the "Agreement") is made and entered into as of May 15, 1997, by and between XXXXX BANKCORP, INC. ("TARGET"), a corporation organized and existing under the laws of the State of Georgia, with its principal office located in Ocilla, Georgia, and ABC BANCORP ("PURCHASER"), a corporation organized and existing under the laws of the State of Georgia, with its principal office located in Moultrie, Georgia. PREAMBLE -------- Certain terms used in this Agreement are defined in Section 10.1 hereof. The Boards of Directors of TARGET and PURCHASER are of the opinion that the transactions described herein are in the best interests of TARGET and PURCHASER and their respective shareholders. This Agreement provides for the combination of TARGET with PURCHASER pursuant to the merger of TARGET with and into PURCHASER, as a result of which the outstanding shares of the capital stock of TARGET shall be converted into the right to receive shares of common stock of PURCHASER (except as provided herein), and the shareholders of TARGET shall become shareholders of PURCHASER (except as provided herein). The transactions described in this Agreement are subject to the approvals of the shareholders of TARGET, the Board of Governors of the Federal Reserve System, the Georgia Department of Banking and Finance and the satisfaction of certain other conditions described in this Agreement. It is the intention of the parties to this Agreement that the Merger for federal income tax purposes shall qualify as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code. Simultaneous with the Closing of the Merger, The Bank of Ocilla, a wholly- owned Georgia state bank subsidiary of TARGET, will be merged with and into The Citizens Bank of Tifton ("Citizens Bank"), a wholly-owned Georgia state bank subsidiary of PURCHASER, and will thereafter be operated as a branch of Citizens Bank.

  • Plan of Merger This Agreement shall constitute an agreement of merger for purposes of the DGCL.

  • 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.

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

  • 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.

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

  • Consummation of Merger The parties hereto expressly acknowledge that the consummation of the transactions hereunder is subject to consummation of the Merger. Nothing herein shall be construed to require Seller to consummate the Merger or take steps in furtherance thereof.

  • Amendment to Merger Agreement The Merger Agreement shall be amended as follows:

  • 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:

  • 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.

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