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.
Appears in 2 contracts
Samples: Agreement and Plan of Contribution (Unicapital Corp), Agreement and Plan of Contribution (Unicapital Corp)
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 CompanyCompany 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 incorporation of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Contribution (Unicapital Corp)
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 upon the Merger Effective Date 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.
Appears in 1 contract
Samples: Agreement and Plan of Contribution (Unicapital Corp)
Merger Effective Date. The "Merger Effective Date" shall be the date specified in Section 5.3. At the Merger Effective Date, the Certificate Articles 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 Articles 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.
Appears in 1 contract
Samples: Agreement and Plan of Contribution (Unicapital Corp)
Merger Effective Date. The "Merger Effective Date" shall be the date specified in Section 5.3. At the Merger Effective Date, the Certificate Articles 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 Articles of Merger, and the separate existence of the 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.
Appears in 1 contract
Samples: Agreement and Plan of Contribution (Unicapital Corp)