Merger Effective Date. The "Merger Effective Date" shall be the date --------------------- specified in Section 5. At the Merger Effective Date, Newco shall be merged with and into the Company in accordance with the Articles of Merger and the separate existence of Newco shall cease. The Company, as the party surviving the Merger, is hereinafter sometimes referred to as the "Surviving Corporation."
Merger Effective Date. The "Merger Effective Date" shall be the date specified in Section 5.3. At the Merger Effective Date, the Certificate of Merger shall either be filed for immediate effectiveness with the Secretary of State of the applicable state of incorporation of Newco and the Company or become effective if filed with such Secretary of State prior to such date. On the Merger Effective Date upon the effectiveness of the Merger, Newco shall be merged with and into the Company, in accordance with the Certificate of Merger, and the separate existence of Newco shall cease. The Company, as the entity surviving the Merger, is hereinafter sometimes referred to as the "Surviving Corporation." The Merger shall have the effects specified in the laws of the state of incorporation of the Surviving Corporation.
Merger Effective Date. 2 1.3 CERTIFICATE OF INCORPORATION, BYLAWS, BOARD OF DIRECTORS AND OFFICERS OF THE SURVIVING CORPORATION...........................................................................2
Merger Effective Date. The date on which the Merger is consummated in accordance with the terms and conditions of the Merger Agreement.
Merger Effective Date. The parties hereto shall, in coordination with each other, inform the Registrar of Companies in the Cayman Islands under the Companies Act that all conditions to the Merger of the Merger Sub with and into the Company under the Companies Act and this Agreement (other than those set out in this clause 2.2) have been satisfied and completed and file all documentation required to be submitted to the Registrar of Companies in the Cayman Islands under this Agreement and the Companies Act (including without limitation the duly completed and executed Plan of Merger in substantially the form set out in Exhibit E (the “Plan of Merger”) and setting forth the proposed date for the effectiveness of the Merger and request that the Registrar of Companies issue a certificate of merger evidencing the Merger in accordance with the Companies Act (the “Certificate of Merger”). The Merger shall become effective upon the date set forth in the Certificate of Merger in accordance with the Companies Act (the time at which the Merger becomes effective is referred to herein as the “Effective Time”). For the avoidance of doubt, the parties intend that the Merger shall be declared effective and that the issuance by the Registrar of Companies in the Cayman Islands of a Certificate of Merger shall both occur on, or as soon as practically possible before, the Closing Date (as defined below).
Merger Effective Date. The “Merger Effective Date” is January 1, 2019.
Merger Effective Date. At the Merger Effective Date, the Certificate of Merger shall either be filed for immediate effectiveness with the Secretary of State of the State of Delaware or become effective if filed with such Secretary of State prior to such date. On the Merger Effective Date upon the effectiveness of the merger of Newco and the Company (the "Merger"), the Company shall be merged with and into Newco, in accordance with the Certificate of Merger, and the separate existence of Newco shall cease. The Company, as the entity surviving the Merger, is hereinafter sometimes referred to as the "Surviving Corporation." The Merger shall have the effects specified in the laws of the State of Delaware.
Merger Effective Date. Pursuant to the terms and provisions of this Agreement and of the Texas Business Corporation Act, and subject to the prior approval by the shareholders of each of the Company and Summit Technologies, Summit Technologies shall be merged with and into the Company, as confirmed by the filing of articles of merger with the Secretary of State of the State of Texas ("the Effective Date"). The Company shall be the surviving corporation ("the Surviving Corporation"). The Company and Summit Technologies shall be referred to hereinafter collectively as the "Constituent Corporations." On the Effective Date, the separate existence and corporate organization of Summit Technologies, except insofar as it may be continued by statute, shall cease and the Company shall continue as the Surviving Corporation, which shall succeed, without other transfer or further act or deed whatsoever, to all the rights, property and assets of the Constituent Corporations and shall be subject to and liable for all the debts and liabilities of each, including, without limitation, (i) the obligation to make payment for the fair value of any shares held by a shareholder of either of the Constituent Corporations who has complied with the requirements of Article 5.12 of the Texas Business Corporation Act for the recovery of the fair value of his shares, and (ii) the obligation to make payment for all fees and franchise taxes as required by law; otherwise, the Company's identity, existence, purposes, rights, immunities, properties, liabilities and obligations shall be unaffected and unimpaired by the Merger except as expressly provided herein. This Agreement supersedes all previous agreements among the parties hereto relating to the Merger.
Merger Effective Date. Subject to the satisfaction or waiver of the conditions precedents set forth in Article II below and the terms of this Agreement, the closing of the Merger (“Closing”) shall take place on the date that is set and determined by the board of directors of each of the Parties but shall be no later than five (5) business days, or such other date that shall be mutually agreed upon by the board of directors of each Party in writing, after all of the conditions set forth in Article II have been satisfied or waived.
Merger Effective Date. On the terms and subject to the conditions set forth herein and in accordance with the Cayman Act, on or before the Closing Date, the Company and Merger Sub shall cause a plan of merger, in a form reasonably satisfactory to the Company and Purchaser (with such modifications, amendments or supplements thereto as may be required to comply with the Cayman Act), along with all other documentation and declarations required under the Cayman Act in connection with the Merger, to be duly executed and properly filed with the Cayman Registrar, in accordance with the relevant provisions of the Cayman Act (together, the “Merger Documents”). The Merger shall become effective on the date and time at which the Merger Documents have been duly filed with, and registered by, the Cayman Registrar or on a subsequent date and time as is agreed by Purchaser and the Company and specified in the Merger Documents in accordance with the Cayman Act; provided that such date shall not be a date later than the ninetieth day after the date of the registration of the Merger Documents by the Cayman Registrar (the time the Merger becomes effective being referred to herein as the “Merger Effective Date”).
