Filings and Notifications to Third Parties Sample Clauses

Filings and Notifications to Third Parties. 1. On the Effective Date, and in accordance with the terms and conditions of this Agreement, New York law, the California Corporations Law (“Cal.Corp.Code”) and the Delaware General Corporations Law (“Xxx.Xxx.Xxxx.Xxx”): (a) each of SAG and SAG‐ AFTRA shall cause a certificate of merger with respect to the SAG Merger to be executed and filed with each of the Secretary of State of the State of Delaware and the Secretary of State of the State of California and SAG will be merged with and into SAG‐AFTRA (the “SAG Merger”); and (b) each of AFTRA and SAG‐AFTRA shall cause a certificate of merger with respect to the AFTRA Merger to be executed and filed with the Secretary of State of the State of Delaware (collectively with those referred to in (a) above, the “Certificates of Merger”) and AFTRA will be merged with and into SAG‐AFTRA (the “AFTRA Merger”). As of the time of filing of the Certificates of Merger on the Effective Date, the separate legal existences of AFTRA and SAG shall cease and SAG‐AFTRA shall continue as the surviving corporation as a national labor organization and Delaware non‐stock corporation operating under the federal labor laws and the Xxx.Xxx.Xxxx.Xxx. All equity interests in AFTRA and/or SAG shall expire and terminate as of the Effective Date. 2. The SAG Certificate of Merger and the AFTRA Certificate of Merger shall be filed immediately after ratification on the Effective Date. 3. As soon as practicable after the Effective Date, Terminal LM reports shall also be filed in accordance with the requirements of the Labor‐ Management Reporting and Disclosure Act of 1959. 4. As soon as practicable after the Effective Date, SAG‐AFTRA shall take all necessary action to serve notice of this merger upon all parties to contracts with AFTRA, SAG, and AFTRA Locals including, but not limited to, collective bargaining agreements, leases, security agreements, trust agreements, service contracts and brokerage agreements. 5. SAG‐AFTRA shall also cause such notice to be recorded in every federal, state and municipal government agency having jurisdiction of any matter in which AFTRA, an AFTRA Local or SAG has an interest including, but not limited to, the U.S. Copyright Office, the U.S. Patent and Trademark Office, the state registries of property and security interests, federal and state administrative agencies and, in connection with pending litigation, federal and state courts.
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Related to Filings and Notifications to Third Parties

  • Confidentiality (a) Subject to Section 7.15(c), during the Term and for a period of three

  • Limitation of Liability No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

  • Notices Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Purchase Agreement.

  • Severability Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

  • Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

  • WHEREAS the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and

  • Definitions As used in this Agreement, the following terms shall have the following meanings:

  • Assignment This Agreement may not be assigned by either party without prior written consent of the other party.

  • Waiver The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other or subsequent breach.

  • Force Majeure If by reason of Force Majeure, either party hereto shall be rendered unable wholly or in part to carry out its obligations under this Agreement through no fault of its own then such party shall give notice and full particulars of Force Majeure in writing to the other party within a reasonable time after occurrence of the event or cause relied upon. Upon delivering such notice, the obligation of the affected party, so far as it is affected by such Force Majeure as described, shall be suspended during the continuance of the inability then claimed but for no longer period, and such party shall endeavor to remove or overcome such inability with all reasonable dispatch. In the event that Vendor’s obligations are suspended by reason of Force Majeure, all TIPS Sales accepted prior to the Force Majeure event shall be the legal responsibility of Vendor and the terms of the TIPS Sale Supplemental Agreement shall control Vendor’s failure to fulfill for a Force Majeure event.

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