Filings and Effectiveness. As soon as practicable following satisfaction of all requirements imposed by the NGCL, DGCL and federal securities laws, Lions Gate and DOBI will cause (i) the Articles of Merger along with any other required document to be filed with the Office of the Secretary of State of Nevada pursuant to Sections 92A.005 et seq. of the NGCL and (ii) the Certificate of Merger along with any other required document to be filed with the Secretary of State of the State of Delaware pursuant to Sections 251 at seq. of the DGCL. The Merger shall become effective when the last to occur of the following actions shall have been completed: (a) An executed Certificate of Merger or an executed counterpart of this Merger Agreement meeting the requirements of the DGCL shall have been filed with the Secretary of State of the State of Delaware and said Secretary of State shall have issued a Certificate of Merger; and (b) An executed Articles of Merger or an executed counterpart of this Merger Agreement meeting the requirements of the NGCL shall have been accepted for recording by the secretary of State of the State of Nevada and said Secretary of State shall have issued a Certificate of Merger. The date and time when the Merger shall become effective, as aforesaid, is herein called the "Effective Date of the Merger."
Appears in 3 contracts
Samples: Merger Agreement (Lions Gate Investment LTD), Merger Agreement (Lions Gate Investment LTD), Merger Agreement (Lions Gate Investment LTD)
Filings and Effectiveness. As soon as practicable following satisfaction of all requirements imposed by the NGCLOGCA, DGCL and federal securities laws, Lions Gate Cyberfund and DOBI ROK will cause (i) the Articles of Merger along with any other required document to be filed with the Office of the Secretary of State of Nevada Oklahoma pursuant to Sections 92A.005 18-1081 et seq. of the NGCL OGCA and (ii) the Certificate of Merger along with any other required document to be filed with the Secretary of State of the State of Delaware pursuant to Sections 251 at seq. of the DGCL. The Merger shall become effective when the last to occur of the following actions shall have been completed:
(a) An executed Certificate of Merger or an executed counterpart of this Merger Agreement meeting the requirements of the DGCL shall have been filed with the Secretary of State of the State of Delaware and said Secretary of State shall have issued a Certificate of Merger; and
(b) An executed Articles of Merger or an executed counterpart of this Merger Agreement meeting the requirements of the NGCL OGCA shall have been accepted for recording by the secretary of State of the State of Nevada Oklahoma and said Secretary of State shall have issued a Certificate of Merger. The date and time when the Merger shall become effective, as aforesaid, is herein called the "βEffective Date of the Merger."β
Appears in 2 contracts
Samples: Merger Agreement (Rok Entertainment Group Inc.), Merger Agreement (Cyberfund, Inc.)
Filings and Effectiveness. As soon as practicable following satisfaction of all requirements imposed by the NGCL, DGCL and federal securities laws, Lions Gate Lighten Up and DOBI Bionovo will cause (i) the Articles of Merger along with any other required document to be filed with the Office of the Secretary of State of Nevada pursuant to Sections 92A.005 et seq. of the NGCL and (ii) the Certificate of Merger along with any other required document to be filed with the Secretary of State of the State of Delaware pursuant to Sections 251 at seq. of the DGCL. The Merger shall become effective when the last to occur of the following actions shall have been completed:
(a) An executed Certificate of Merger or an executed counterpart of this Merger Agreement meeting the requirements of the DGCL shall have been filed with the Secretary of State of the State of Delaware and said Secretary of State shall have issued a Certificate of Merger; and
(b) An executed Articles of Merger or an executed counterpart of this Merger Agreement meeting the requirements of the NGCL shall have been accepted for recording by the secretary of State of the State of Nevada and said Secretary of State shall have issued a Certificate of Merger. The date and time when the Merger shall become effective, as aforesaid, is herein called the "Effective Date of the Merger."
Appears in 1 contract
Samples: Merger Agreement (Lighten Up Enterprises International Inc)
Filings and Effectiveness. As soon as practicable following satisfaction of all requirements imposed by the NGCLCBCA, DGCL and federal securities laws, Lions Gate Zen Pottery and DOBI Xethanol will cause (i) the Articles of Merger along with any other required document to be filed with the Office of the Secretary of State of Nevada Colorado pursuant to Sections 92A.005 7-111-101 et seq. of the NGCL CBCA and (ii) the Certificate of Merger along with any alonx xxxx xxy other required document to be filed with the Secretary of State of the State of Delaware pursuant to Sections 251 at seq. of the DGCL. The Merger shall become effective when the last to occur of the following actions shall have been completed:
(a) An executed Certificate of Merger or an executed counterpart of this Merger Agreement meeting the requirements of the DGCL shall have been filed with the Secretary of State of the State of Delaware and said Secretary of State shall have issued a Certificate of Merger; and
(b) An executed Articles of Merger or an executed counterpart of this Merger Agreement meeting the requirements of the NGCL CBCA shall have been accepted for recording by the secretary of State of the State of Nevada Colorado and said Secretary of State shall have issued a Certificate of Merger. The date and time when the Merger shall become effective, as aforesaid, is herein called the "Effective Date of the Merger."
Appears in 1 contract
Filings and Effectiveness. As soon as practicable following satisfaction of all requirements imposed by the NGCLCBCA, DGCL and federal securities laws, Lions Gate Zen Pottery and DOBI Xethanol will cause (i) the Articles of Merger along with any other required document to be filed with the Office of the Secretary of State of Nevada Colorado pursuant to Sections 92A.005 7-111-101 et seq. of the NGCL CBCA and (ii) the Certificate of Merger along with any xxxx xxx other required document to be filed with the Secretary of State of the State of Delaware pursuant to Sections 251 at seq. of the DGCL. The Merger shall become effective when the last to occur of the following actions shall have been completed:
(a) An executed Certificate of Merger or an executed counterpart of this Merger Agreement meeting the requirements of the DGCL shall have been filed with the Secretary of State of the State of Delaware and said Secretary of State shall have issued a Certificate of Merger; and
(b) An executed Articles of Merger or an executed counterpart of this Merger Agreement meeting the requirements of the NGCL CBCA shall have been accepted for recording by the secretary of State of the State of Nevada Colorado and said Secretary of State shall have issued a Certificate of Merger. The date and time when the Merger shall become effective, as aforesaid, is herein called the "Effective Date of the Merger."
Appears in 1 contract
Filings and Effectiveness. As soon as practicable following satisfaction the date of all requirements imposed execution hereof, the Florida Corporation and the Delaware Corporation will, subject to the approval by the NGCLshareholders of each of the Constituent Corporations, DGCL and federal securities laws, Lions Gate and DOBI will cause (i) the Articles of Merger along with any other required document to be filed with the Office of the Secretary of State of Nevada pursuant to Sections 92A.005 et seq. of the NGCL and (ii) the Certificate of Merger along with any other required document to be filed with the Secretary of State of the State of Florida pursuant to Sections 607.1105 and 607.1107 of the FBCA, and (ii) the Certificate of Merger along with any other required document to be filed with the Office of the Secretary of the State of Delaware pursuant to Sections 251 at seq. Section 252 of the DGCL. The Merger shall become effective when upon the last to occur occurrence of each of the following actions shall have been completedactions:
(a) An executed Certificate All of the conditions precedent to the consummation of the Merger or an executed counterpart of specified in this Merger Agreement shall have been satisfied or duly waived;
(b) An executed Articles of Merger meeting the requirements of the DGCL FBCA shall have been filed with the Secretary of State of the State of Delaware Florida and said Secretary of State shall have issued a Certificate accepted such Articles of Merger, and the surviving corporation shall have performed all other requirements of Sections 607.1107 and 607.1107 of the FBCA; and
(bc) An executed Articles Certificate of Merger or an executed counterpart of this Merger Agreement meeting the requirements of the NGCL DGCL shall have been accepted for recording by the secretary of State Secretary of the State of Nevada Delaware and said Secretary of State shall have issued a Certificate of Merger. The date and time when the Merger shall become effective, as aforesaid, is herein called the "Effective Date of the MergerDate" and "Effective Time," respectively."
Appears in 1 contract
Filings and Effectiveness. As soon as practicable following satisfaction of all requirements imposed by the NGCLFBCA, DGCL IBCA and federal securities laws, Lions Gate Xxxxx.xxx, Inc. and DOBI Xxxxx.xxx, Ltd. will cause (i) the Articles of Merger along with any other required document to be filed with the Office of the Secretary of State of Nevada Florida pursuant to Sections 92A.005 et seq. 607.1107 of the NGCL FBCA and (ii) the Certificate Articles of Merger along with any other required document to be filed with the Secretary Registrar of State Companies pursuant to Section 88 of the State of Delaware pursuant to Sections 251 at seq. of the DGCLIBCA. The Merger shall become effective when the last to occur of the following actions shall have been completed:
(a) An executed Certificate Articles of Merger or an executed counterpart of this Merger Agreement meeting the requirements of the DGCL Anguillan Registrar of Companies shall have been filed with the Secretary Registrar of State Companies of the State of Delaware Anguilla and said Secretary Registrar of State Companies shall have issued a Certificate of Merger; and
(b) An executed Articles of Merger or an executed counterpart of this Merger Agreement meeting the requirements of the NGCL FBCA shall have been accepted for recording by the secretary Secretary of State of the State of Nevada Florida and said Secretary of State shall have issued a Certificate of Merger. The date and time when the Merger shall become becomes effective, as aforesaid, is herein called the "Effective Date of the Merger."
Appears in 1 contract
Samples: Merger Agreement (BINGO.COM Ltd.)
Filings and Effectiveness. As soon as practicable following satisfaction of all requirements imposed by the NGCLCBCA, DGCL and federal securities laws, Lions Gate Promos and DOBI OmniCorder will cause (i) the Articles of Merger along with any other required document to be filed with the Office of the Secretary of State of Nevada Colorado pursuant to Sections 92A.005 7-111-101 et seq. of the NGCL CBCA and (ii) the Certificate of Merger along with any xxxx xxx other required document to be filed with the Secretary of State of the State of Delaware pursuant to Sections 251 at seq. of the DGCL. The Merger shall become effective when the last to occur of the following actions shall have been completed:
(a) An executed Certificate of Merger or an executed counterpart of this Merger Agreement meeting the requirements of the DGCL shall have been filed with the Secretary of State of the State of Delaware and said Secretary of State shall have issued a Certificate of Merger; and
(b) An executed Articles of Merger or an executed counterpart of this Merger Agreement meeting the requirements of the NGCL CBCA shall have been accepted for recording by the secretary of State of the State of Nevada Colorado and said Secretary of State shall have issued a Certificate of Merger. The date and time when the Merger shall become effective, as aforesaid, is herein called the "Effective Date of the Merger."
Appears in 1 contract
Samples: Merger Agreement (Promos Inc)
Filings and Effectiveness. As soon as practicable following satisfaction the date of all requirements imposed execution hereof, the Colorado Corporation and the Delaware Corporation will, subject to the approval by the NGCLshareholders of each of the Constituent Corporations, DGCL and federal securities laws, Lions Gate and DOBI will cause (i) the Articles of Merger along with any other required document to be filed with the Office of the Secretary of State of Nevada pursuant to Sections 92A.005 et seq. of the NGCL and (ii) the Certificate of Merger along with any other required document to be filed with the Secretary of State of the State of Colorado pursuant to Sections 0-000-000 and 107 of the CBCA, and (ii) the Certificate of Merger along with any other required document to be filed with the Office of the Secretary of the State of Delaware pursuant to Sections 251 at seq. Section 252 of the DGCL. The Merger shall become effective when upon the last to occur occurrence of each of the following actions shall have been completedactions:
(a) An executed Certificate All of the conditions precedent to the consummation of the Merger or an executed counterpart of specified in this Merger Agreement shall have been satisfied or duly waived;
(b) An executed Articles of Merger meeting the requirements of the DGCL CBCA shall have been filed with the Secretary of State of the State of Delaware Colorado and said Secretary of State shall have issued an Articles of Merger for a Certificate period of Merger90 days, and the surviving corporation shall have performed all other requirements of Section 0-000-000 of the CBCA; and
(bc) An executed Articles Certificate of Merger or an executed counterpart of this Merger Agreement meeting the requirements of the NGCL DGCL shall have been accepted for recording by the secretary of State Secretary of the State of Nevada Delaware and said Secretary of State shall have issued a Certificate of Merger. The date and time when the Merger shall become effective, as aforesaid, is herein called the "Effective Date of the MergerDate" and "Effective Time," respectively."
Appears in 1 contract
Filings and Effectiveness. As soon as practicable following satisfaction the date of all requirements imposed execution hereof, the New Jersey Corporation and the Delaware Corporation will, subject to the approval by the NGCLshareholders of each of the Constituent Corporations, DGCL and federal securities laws, Lions Gate and DOBI will cause (i) the Articles of Merger along with any other required document to be filed with the Office of the Secretary of State of Nevada pursuant to Sections 92A.005 et seq. of the NGCL and (ii) the Certificate of Merger along with any other required document to be filed with the Secretary of State of the State of New Jersey pursuant to Section 14A:10-4.1 of the BCA, and (ii) the Certificate of Merger along with any other required document to be filed with the Office of the Secretary of the State of Delaware pursuant to Sections 251 at seq. Section 252 of the DGCL. The Merger shall become effective when upon the last to occur occurrence of each of the following actions shall have been completedactions:
(a) All of the conditions precedent to the consummation of the Merger specified in this Merger Agreement shall have been satisfied or duly waived;
(b) An executed Certificate of Merger or an executed counterpart of this Merger Agreement meeting the requirements of the DGCL BCA shall have been filed with the Secretary of State of the State of Delaware New Jersey and said Secretary of State shall have issued a accepted such Certificate of Merger, and the surviving corporation shall have performed all other requirements of Sections 14A:10-1 and Section 14A:10-4.1 of the BCA; and
(bc) An executed Articles Certificate of Merger or an executed counterpart of this Merger Agreement meeting the requirements of the NGCL DGCL shall have been accepted for recording by the secretary of State Secretary of the State of Nevada Delaware and said Secretary of State shall have issued a Certificate of Merger. The date and time when the Merger shall become effective, as aforesaid, is herein called the "Effective Date of the MergerDate" and "Effective Time," respectively."
Appears in 1 contract
Samples: Merger Agreement (Integrated Alarm Services Group Inc)