Common use of Filings After Shareholder Approval Clause in Contracts

Filings After Shareholder Approval. Under Section 252 of the Delaware Statutes, WSN Group Delaware will cease to exist and WSN Group Nevada will possess all the powers and property formerly possessed by WSN Group Delaware upon approval of this Agreement by its shareholders, and the filing with the Delaware Secretary of State the following (A) an agreement that WSN Group, Inc. may be served with process in Delaware, in any proceeding for enforcement of any obligation of any constituent corporation of Delaware, as well as for enforcement of any obligation of the surviving or resulting corporation arising from the merger or consolidation, including any suit or other proceedings pursuant to section 262 of the Delaware Statutes, and shall irrevocably appoint the Secretary of State as its agent to accept service of process in any such suit or other proceedings and shall specify the address to which a copy of such process shall be mailed by the Secretary of State. Under Section 251 of the Delaware Statutes, the effective date of the merger is the date on which the merger becomes effective in the State of Nevada. As soon as practicable after the approval of the merger by the shareholders of WSN Group Nevada has been obtained and all other conditions to the obligations of the parties to this agreement to the effect the merger shall have been satisfied or waived, WSN Group Nevada shall file with the Nevada Secretary of State a duly executed Articles of Merger, as required by Nevada Revised Statutes 92A.200, and take such other and future actions as may be required by Nevada law to make the merger effective. The merger of WSN Group Delaware into WSN Group Nevada shall become effective upon the filing of the Articles of Merger with the Nevada Secretary of State ("Merger Date").

Filings After Shareholder Approval. Under Section 252 of the Delaware Statutes, WSN Group Syconet.com Delaware will cease to exist and WSN Group Syconet.com Nevada will possess wixx xxxxxxx all the powers and property formerly possessed foxxxxxx xxxsessed by WSN Group Syconet.com Delaware upon approval of this Agreement by its shareholderssharehoxxxxx, and xxx the filing with the Delaware Secretary of State the following (A) an agreement that WSN GroupSyconet.com, Inc. may be served with process in Delaware, in any proceeding for proxxxxxxx xxx enforcement of any obligation of any constituent corporation of Delaware, as well as for enforcement of any obligation of the surviving or resulting corporation arising from the merger or consolidation, including any suit or other proceedings pursuant to section 262 of the Delaware Statutes, and shall irrevocably appoint the Secretary of State as its agent to accept service of process in any such suit or other proceedings and shall specify the address to which a copy of such process shall be mailed by the Secretary of State. Under Section 251 of the Delaware Statutes, the effective date of the merger is the date on which the merger becomes effective in the State of Nevada. As soon as practicable after the approval of the merger by the shareholders of WSN Group Syconet.com Nevada has been obtained and all other conditions to the obligations xx xxx xxxigations of the parties to this agreement to the effect the merger shall have been satisfied or waived, WSN Group Syconet.com Nevada shall file with the Nevada Secretary of State a duly executed Statx x xxxx xxecuted Articles of Merger, as required by Nevada Revised Statutes 92A.200, and take such other and future actions as may be required by Nevada law to make the merger effective. The merger of WSN Group Syconet.com Delaware into WSN Group Syconet.com Nevada shall become effective upon the filing xxxx xxx xiling of the Articles of Merger Artxxxxx xx Xxrger with the Nevada Secretary of State ("Merger Date").

Filings After Shareholder Approval. Under Section 252 of the Delaware Statutes, WSN Group Syconet.com Delaware will cease to exist and WSN Group xx xxxxx xnd Syconet.com Nevada will possess all the powers xxx xxx xxwers and property formerly possessed by WSN Group Syconet.com Delaware upon approval of this approxxx xx xxxx Agreement by its shareholders, and the filing with the Delaware Secretary of State the following (A) an agreement that WSN GroupSyconet.com, Inc. may be served with process xxxx xxxxxss in Delaware, in any proceeding for enforcement of any obligation of any constituent corporation of Delaware, as well as for enforcement of any obligation of the surviving or resulting corporation arising from the merger or consolidation, including any suit or other proceedings pursuant to section 262 of the Delaware Statutes, and shall irrevocably appoint the Secretary of State as its agent to accept service of process in any such suit or other proceedings and shall specify the address to which a copy of such process shall be mailed by the Secretary of State. Under Section 251 of the Delaware Statutes, the effective date of the merger is the date on which the merger becomes effective in the State of Nevada. As soon as practicable after the approval of the merger by the shareholders of WSN Group Syconet.com Nevada has been obtained and all obtxxxxx xxx xll other conditions to the obligations of the parties to this agreement to the effect the merger shall have been satisfied or waived, WSN Group Syconet.com Nevada shall file with the Nevada wxxx xxx Xxxada Secretary of State a duly executed Articles of Merger, as required by Nevada Revised Statutes 92A.200, and take such other and future actions as may be required by Nevada law to make the merger effective. The merger of WSN Group Syconet.com Delaware into WSN Group Nevada Syconxx.xxx Xxxxda shall become effective xxxxxxxxx upon the filing of the Articles of Merger with the Nevada Secretary of State ("Merger Date").

Filings After Shareholder Approval. Under Section 252 252(a) of the Delaware StatutesGeneral Corporation Law, WSN Group Internet Delaware will cease to exist and WSN Group Internet Nevada will possess possesses all the powers and property formerly possessed by WSN Group Internet Delaware upon approval of this Agreement by its shareholders, and the filing with the Delaware Secretary of State a certificate of merger, executed in accordance with Section 103, stating the following following: (Aa) the name and state or jurisdiction of incorporation of each of the constituent corporations; (b) that an agreement of merger or consolidation has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with this subsection; (c) The name of the surviving or resulting corporation; (d) such amendments or changes in the certificate of incorporation of the surviving corporation as are desired to be effected by the merger, or, if no such amendments or changes are desired, a statement that WSN Groupthe certificate of incorporation of the surviving corporation shall be its certificate of incorporation; (e) that the executed agreement of merger is on file at an office of the surviving corporation and the address thereof; (f) that a copy of the agreement of merger will be furnished by the surviving corporation, Inc. on request and without cost, to any stockholder of any constituent corporation; and (g) the agreement that Internet Nevada may be served with process in Delaware, Delaware in any proceeding for enforcement of any obligation of any constituent corporation of in Delaware, as well as for enforcement of any obligation of the surviving or resulting corporation arising from the merger or consolidation, including any suit or other proceeding to enforce the right of any stockholders as determined in appraisal proceedings pursuant to section 262 of the Delaware StatutesSection 262, and shall irrevocably appoint the Secretary of State as its agent to accept service of process in any such suit or other proceedings and shall specify the address to which a copy of such process shall be mailed by the Secretary of State. Under Section 251 of the Delaware Statutes, the effective date of the merger is the date on which the merger becomes effective in the State of Nevada. As soon as practicable after the approval of the merger by the shareholders of WSN Group Internet Nevada has been obtained and all other conditions to the obligations of the parties to this agreement to the effect the merger shall have been satisfied or waived, WSN Group Internet Nevada shall file with the Nevada Secretary of State a duly executed Articles of Merger, as required by Nevada Revised Statutes 92A.200, and take such other and future actions as may be required by Nevada law to make the merger effective. The merger of WSN Group Internet Delaware into WSN Group Internet Nevada shall become effective upon the filing of the Articles of Merger with the Nevada Secretary of State ("Merger Effective Date").