Merger Filings. The information as to Parent and Merger Subsidiary or any of their affiliates or shareholders included in Parent's filing, or submitted to the Company for inclusion in its filing, if any, required to be submitted under the HSR Act or under any Foreign Merger Laws shall be true, correct, and complete in all material respects and shall comply in all material respects with the applicable requirements of the HSR Act, the rules and regulations issued by the Federal Trade Commission pursuant thereto, and Foreign Merger Laws.
Merger Filings. The Rocky Mountain I Merger shall be accomplished as follows: Rocky Mountain I and Rocky Mountain I Acquisition shall each cause Articles of Merger in form suitable for filing with the Colorado Secretary of State (the "Rocky Mountain I Articles of Merger") to be executed by its appropriate officers and filed with the Colorado Secretary of State on the Closing Date. (e) Effective Time of the Rocky Mountain I Merger. The Rocky Mountain I Merger shall become effective at the time that the Rocky Mountain I Articles of Merger shall become effective with the Colorado Secretary of State in accordance with the CBCA (the "Effective Time of the Rocky Mountain I Merger"). (f) Surrender and Exchange of Common Stock of Rocky Mountain I. After the Effective Time of the Rocky Mountain I Merger, each holder of shares of Rocky Mountain I Common Stock outstanding as of the Effective Time of the Rocky Mountain I Merger shall surrender to the Exchange Agent (other than those holders who have perfected or could perfect Rocky Mountain I Dissenter's Rights) all outstanding certificates theretofore evidencing shares of the Common Stock of Rocky Mountain I, and shall receive in exchange therefor, upon delivery to the exchange agent together with satisfactory and customary delivery requirements, certificates evidencing the greatest whole number of shares of the Common Stock of the Holding Company into which such shares of the Rocky Mountain I Common Stock have been converted pursuant to the Rocky Mountain I Merger, less the number of Indemnity Escrow Shares and Debt Level Escrow Shares attributable to each such holder, plus a cash payment in lieu of fractional shares in the amount determined pursuant to Section 3.3. Until so surrendered or exchanged, each outstanding certificate evidencing shares of the Rocky Mountain I Common Stock shall be deemed for all purposes solely as evidencing the number of shares of the Common Stock of the Holding Company into which such shares shall have been converted pursuant to the Rocky Mountain I Merger; provided, however, that no dividends or other distributions, if any, declared by the Holding Company after the Effective Time of the Rocky Mountain I Merger in respect of any shares of the Common Stock of the Holding Company payable to holders of record after the Effective Time of the Rocky Mountain I Merger shall be paid to the holders of any unsurrendered certificates evidencing shares of Rocky Mountain I Common Stock until such certificates shall...
Merger Filings. Xxxxx Fargo will file any documents or agreements required to be filed in connection with the Merger under the Delaware General Corporation Law.
Merger Filings. Parent shall make, and shall cause Merger Sub to make, all necessary filings with respect to the Merger and the transactions contemplated thereby under the Act, Securities Act and the Exchange Act and applicable “blue sky” laws and the rules and regulations thereunder.
Merger Filings. The Miracle Industries Merger shall be accomplished as follows: Miracle Industries and Miracle Industries Acquisition shall each cause Articles of Merger in form suitable for filing with the Ohio Secretary of State (the "Miracle Industries Articles of Merger") to be executed by its appropriate officers and filed with the Ohio Secretary of State in accordance with OGCL on the Closing Date. (e)
Merger Filings. Xxxxx Fargo will file any documents or agreements required to be filed in connection with the Merger under the CGCL as reasonably acceptable to the Company.
Merger Filings. On the Closing Date, Merger Sub and Target shall cause their duly authorized officers to prepare, execute and acknowledge the Agreement of Merger and the Officer's Certificates, as applicable, and cause such documents to be duly filed with the Secretary of State of California on the Closing Date or a soon as practicable thereafter.
Merger Filings. PhotoMedex shall make, and shall cause Merger Sub to make, all necessary filings with respect to the Merger and the transactions contemplated thereby under the Securities Act and the Exchange Act and applicable “blue sky” laws and the rules and regulations thereunder.
Merger Filings. Prior to the Effective Time, the Articles of Merger shall be accepted for filing with the Secretary of State of the State of Nevada and the Certificate of Merger shall be accepted for filing with the Secretary of State of the State of Delaware.
Merger Filings. The Lube Ventures Merger shall be accomplished as follows: Lube Ventures and Lube Ventures Acquisition shall each cause a Certificate of Merger (the "Lube Ventures Certificate of Merger") in form suitable for filing with the Delaware Secretary of State to be executed by its appropriate officers and filed with the Delaware Secretary of State in accordance with the DCL on the Closing Date. (e) Effective Time of the Lube Ventures Merger. The Lube Ventures Merger shall become effective at the time that the Lube Ventures Certificate of Merger shall become effective with the Delaware Secretary of State shall become effective in accordance with the DCL (the "Effective Time of the Lube Ventures Merger"). (f)
