Merger; Effectiveness Sample Clauses
The "Merger; Effectiveness" clause defines when and how a merger between two or more entities becomes legally effective. Typically, this clause specifies the conditions that must be met—such as the filing of necessary documents with governmental authorities or the satisfaction of closing conditions—before the merger is officially recognized. For example, it may state that the merger takes effect upon the issuance of a certificate of merger by the relevant state agency. The core function of this clause is to provide certainty and clarity regarding the exact moment the merger is completed and the legal consequences take effect, thereby preventing disputes about the timing and validity of the merger.
Merger; Effectiveness. The Subsidiary Corporation shall be merged with and into the Parent Corporation pursuant to the applicable provisions of Chapters 78 and Section 92A.180.1 of the Nevada Revised Statutes, as amended, and in accordance with the terms of this Agreement. Upon execution by the Parent Corporation and Subsidiary Corporation of Articles of Merger incorporating this Agreement by reference and the filing of the Articles of Merger with the Secretary of State of Nevada, the Merger shall become effective (the "Effective Time of the Merger") with the Parent Corporation being the surviving company of the Merger (the “Surviving Company”).
Merger; Effectiveness. Subject to the terms and conditions contained in this Agreement, the parties hereto agree to take all necessary and appropriate action to cause the Merger to become effective as promptly as practicable in accordance with the DGCL.
Merger; Effectiveness. Atom shall be merged with and into Shockwave (hereinafter sometimes called the "SURVIVING CORPORATION") pursuant to the applicable provisions of the Washington Business Corporation Act, as amended, and the Delaware General Corporation Law, as amended, and in accordance with the terms and conditions of this Agreement. Upon the execution by the Constituent Corporations of Articles of Merger incorporating this Agreement and the filing of such Articles of Merg▇▇ ▇▇▇h the Washington Secretary of State and the execution by the Constituent Corporations of the Certificate of Merger and the filing of such Certificate of Merger with the Secretary of State of the state of Delaware, the Merger shall become effective at 10:00 a.m., Pacific Standard Time, on the date of filing the Articles of Merger (the "EFFECTIVE TIME") of the Merger.
Merger; Effectiveness. The Disappearing Corporation will be merged with and into the Surviving Corporation pursuant to the applicable provisions of the Washington Business Corporation Act, Chapter 23B of the Revised Code of Washington, as amended, and in accordance with the terms and conditions of the Merger Agreement. Upon the execution by the Constituent Corporations of Articles of Merger incorporating this Plan and the filing of such Articles of Merger with the office of the Secretary of State for the State of Washington, the Merger will become effective (the “Effective Time”).
Merger; Effectiveness. All conditions precedent to the effectiveness of the Merger Agreement shall have been satisfied, and Administrative Agent shall have received certified or date and file stamped copies of each of (i) the Restated Articles of Organization of Borrower as filed with the Secretary of The Commonwealth of Massachusetts, and (ii) the Certificate of Merger with the Secretary of the State of California.
Merger; Effectiveness. Subject to the terms and conditions contained herein and notwithstanding anything to the contrary contained herein, the Company, Parent and Merger Subsidiary agree to take all necessary and appropriate action to cause the Merger to become effective as promptly as practicable in accordance with Delaware Law.
Merger; Effectiveness. The Disappearing Corporation shall be merged with --------------------- and into the Surviving Subsidiary Corporation pursuant to the applicable provisions of Chapters 78 and 92A of the Nevada Revised Statutes, as amended, and in accordance with the terms and conditions of this Agreement. Upon the execution by the Surviving Subsidiary Corporation and the Disappearing Corporation of Articles of Merger incorporating this Agreement and the filing of such Articles of Merger with the Secretary of State of the State of Nevada, the Merger shall become effective (the "Effective Time of the Merger").
Merger; Effectiveness. The Disappearing Company shall be merged with and ---------------------- into the Surviving Corporation pursuant to the applicable provisions of the Washington Business Corporation Act, Chapter 23B of the Revised Code of Washington as amended, and Title 2.5 of the California Corporations Code, as amended, and in accordance with the terms and conditions of this Agreement. Upon the execution by the Surviving Corporation of Articles of Merger incorporating this Agreement and the filing of such Articles of Merger with the Secretaries of State of the States of Washington and California, the Merger shall become effective (the "Effective Time of the Merger").
Merger; Effectiveness. The Merger shall become effective once any and all closing conditions contained in the Master Agreement have been satisfied or wavied, as disclosed in the Disclosure Memoranda, including without limitation, obtaining the authorization referred to in Article 17 of the Law Governing Financial Groups, in connection with Article 19 of said statute, by the Ministry of Finance and Public Credit, with the previous opinion from the Mexican Banking and Securities Commission and the Mexican Central Bank (Banco de México), provided that, the special delegates appointed by the Shareholders’ Meetings may perform any adjustments or amendments to the Master Agreement indicated by said authorities, provided further that, the Merger shall become fully effective as of the time of registration of the Merger resolutions adopted by the Shareholders’ Meetings and corresponding authorizations in the Public Registry of Commerce of the domicile of each of them, therefore terminating the existence of GF Interacciones as of such date.
Merger; Effectiveness. The Merger shall become effective for all -------------------- purposes under Delaware Law when proper documentation has been filed with the Secretary of State of the State of Delaware in accordance with Section 2.1