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. 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. 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.
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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
Sample 1
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Related to Filing of Plan of Merger

  • AGREEMENT AND PLAN OF MERGER ANNEX A-9

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

  • 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.

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

  • 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.

  • 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 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.

  • 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.

  • 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.

  • Amendments to Merger Agreement The Merger Agreement is hereby amended as follows:

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