Merger Certificates Clause Samples
A Merger Certificates clause outlines the requirement for formal documentation certifying the completion of a merger between entities. Typically, this clause specifies that a certificate—often issued by a governmental authority or corporate secretary—must be provided as evidence that all legal steps for the merger have been fulfilled. This ensures that all parties have official confirmation of the merger's effectiveness, thereby reducing uncertainty and providing a clear record for legal and operational purposes.
POPULAR SAMPLE Copied 1 times
Merger Certificates. If all conditions to the Merger set forth herein have been fulfilled or waived in accordance herewith and this Agreement shall not have been terminated pursuant to the terms hereof, the parties hereto shall cause to be properly executed and filed on the Closing Date Articles of Merger meeting the requirements of the laws of the State of ________________________. The Merger shall become effective on the Closing Date (such effective date being referred to herein as the "Effective Date").
Merger Certificates. Subject to consummation of the Parent Merger and the other provisions of this Agreement, immediately after the Parent Merger or at such later time as Peoples may determine, and upon receipt of all required shareholder and regulatory approvals, Peoples Bank and Limestone Bank shall cause such certificates or articles of merger and such other documents and certificates as are necessary to be executed and delivered for filing to the Ohio Secretary of State and the Kentucky Secretary of State (“Merger Certificates”).
Merger Certificates. At the Closing, in addition to such other instruments as shall be reasonably required in order to fully consummate the merger, Shareholder and the Company shall deliver to Purchaser articles of merger, and such other documents, all in form and substance satisfactory to Purchaser and its legal counsel, as shall be necessary to consummate the Merger.
Merger Certificates. If all conditions to the Merger set forth herein have been fulfilled or waived in accordance herewith and this Agreement shall not have been terminated pursuant to the terms hereof, the parties hereto shall cause to be properly executed and filed with the South Carolina Secretary of State on the Closing Date Articles of Merger meeting the requirements of the South Carolina Business Corporation Act of 1988, as amended. The Merger shall become effective on the Closing Date upon filing of the Articles of Merger with the South Carolina Secretary of State.
Merger Certificates. As soon as practicable on the Closing Date, SDTS, SDTS AssetCo and Oncor shall cause the SDTS Merger to be consummated by filing (i) a certificate of merger relating to the SDTS Merger (the “Texas SDTS Merger Certificate”) with the Secretary of State of the State of Texas, in such form as required by, and executed in accordance with the relevant provisions of, the TBOC and (ii) a certificate of merger relating to the SDTS Merger (the “Delaware SDTS Merger Certificate” and, together with the Texas SDTS Merger Certificate, the “SDTS Merger Certificates”) with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with the relevant provisions of, the DLLCA. The SDTS Merger shall become effective at such time as SDTS and Oncor shall agree and as shall be specified in the SDTS Merger Certificates; provided that the effective time of the SDTS Merger (the “SDTS Merger Effective Time”) shall occur on the Closing Date, after the SDTS Pre-Closing Merger and Oncor Pre-Closing Contribution, and concurrently with the Oncor Merger Effective Time and the SU Merger Effective Time.
Merger Certificates. Receipt of evidence reasonably satisfactory to ADLT that the certificates required to be filed with the Secretary of State of the State of Ohio and the Secretary of State of the State of California to effect the Merger contemplated by the Merger Agreement shall have been delivered and accepted for filing.
Merger Certificates. As soon as practicable on the Closing Date, SU, SU AssetCo and Oncor shall cause the SU Merger to be consummated by filing (i) a certificate of merger relating to the SU Merger (the “Texas SU Merger Certificate”) with the Secretary of State of the State of Texas, in such form as required by, and executed in accordance with the relevant provisions of, the TBOC and (ii) a certificate of merger relating to the SU Merger (the “Delaware SU Merger Certificate” and, together with the Texas SU Merger Certificate, the “SU Merger Certificates”) with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with the relevant provisions of, the DLLCA. The SU Merger shall become effective at such time as SU and Oncor shall agree and as shall be specified in the SU Merger Certificates; provided that the effective time of the SU Merger (the “SU Merger Effective Time”) shall occur on the Closing Date, after the SU Pre-Closing Merger, and concurrently with the SDTS Merger Effective Time and the Oncor Merger Effective Time.
Merger Certificates. ▇▇▇ ▇▇▇▇▇ shall have executed and delivered to Worldwide for filing, a copy of the Delaware Certificate of Merger and the Nevada Articles of Merger.
Merger Certificates. As of June 1, 1998, the parties shall cause certificates of merger (the "MERGER CERTIFICATES") to be filed and recorded in accordance with Section 252 of the DGCL and shall take all such further actions as may be required by law to make the Merger effective. The execution and delivery of this Agreement shall occur at a closing (the "CLOSING") which shall be deemed to have been held as of June 1, 1998 (the "CLOSING DATE") at the offices of the Purchaser (or such other place as the parties may agree) for the purpose of confirming satisfaction or waiver of all conditions to the Merger.
Merger Certificates. As contemplated by the Merger Agreement, merger certificates meeting the requirements of the California General Corporation Law and the Nevada General Corporation Law shall have been properly filed with the Secretary of State of California and the Secretary of State of Nevada. The Company shall have delivered to the Purchaser facsimile evidence that the merger certificates have been so filed.