Pre Merger Steps Sample Clauses

Pre Merger Steps. (a) Prior to the Closing, Parent and LF BV shall jointly prepare, and Liz Foreign shall cause LF BV to jointly prepare with Parent, in each case in compliance with the requirements of applicable Law: (i) a deed of amendment to the articles of association of NewCo (the “Deed of Amendment”); (ii) a proposal setting forth the terms and provisions of the Merger, which shall include the exchange ratio of the shares of Capital Stock of EuCo that will be exchanged in the Merger for NewCo Shares in accordance with the terms of this Agreement, in form and substance set forth on Exhibit C-II hereto (the “Merger Proposal”); (iii) explanatory notes describing the reasons for the Merger, in form and substance set forth on Exhibit C-III hereto (the “Explanatory Notes”); and (iv) a deed of merger, in form and substance set forth on Exhibit C-IV hereto (the “Merger Deed”), and thereupon Parent shall cause EuCo, and Liz Foreign shall cause LF BV to cause NewCo, to jointly sign (to the extent required) and file (A) the Merger Proposal, (B) the Deed of Amendment, (C) the financial statements of EuCo and NewCo for the last three fiscal years and any interim financial statements (if applicable), (D) the auditor’s statement required under the Burgerlijk Wetboek (the “Dutch Civil Code”) (collectively, the “Merger Documents”) with the Xxxxx van Koophandel (the “Dutch Trade Register”) and the Merger Documents jointly with the Explanatory Notes and positive advice from the Works Council, at the principal place of business of each of EuCo and NewCo. Concurrently with the filing of the Merger Proposal with the Dutch Trade Register and as required by and in accordance with the relevant provisions of applicable Law, Parent shall cause EuCo, and Liz Foreign shall cause LF BV to cause NewCo, to, jointly, publish notice of the Merger with the Het Financieele Dagblad, or such other national newspaper or publication that is published daily in the Netherlands. The one-month waiting period required under the Dutch Civil Code shall commence on the date of the publication of the Merger.
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Pre Merger Steps. (a) The Seller and the Company shall take, or cause to be taken, the following actions at least one (1) Business Day prior to the Closing Date:
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Pre Merger Steps 
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Related to Pre Merger Steps

  • The Merger Closing (a) As soon as reasonably practicable on the Closing Date, the Company and Merger Subsidiary shall execute and file articles of merger with the Department of Financial Institutions of the State of Wisconsin and make all other filings or recordings required by the WBCL to be made in connection with the Merger. The Merger shall become effective at such time as the articles of merger are duly filed with the Department of Financial Institutions of the State of Wisconsin or, if agreed to by the Company and Parent, at such later time as is specified in the articles of merger (the "Effective Time").

  • The Merger Upon the terms and subject to the conditions of this Agreement and in accordance with the DGCL, at the Effective Time (as defined below), Merger Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”).

  • The Mergers Upon the terms and subject to the conditions set forth in this Agreement:

  • PARENT AND MERGER SUB Parent and Merger Sub hereby represent and warrant to the Company as follows:

  • Effective Time of Merger This Merger Agreement, or a Certificate of Ownership and Merger setting forth the information required by, and otherwise in compliance with, Section 253 of the General Corporation Law of the State of Delaware with respect to the Merger, shall be delivered for filing with the Secretary of State of the State of Delaware. This Merger Agreement, or Articles of Merger setting forth the information required by, and otherwise in compliance with, Article 5.16 of the Texas Business Corporation Act with respect to the Merger, shall be delivered for filing with the Secretary of State of the State of Texas. The Merger shall become effective upon the later of (i) the day and at the time the Secretary of State of the State of Delaware files such Certificate of Ownership and Merger, and (ii) the day and at the time the Secretary of State of the State of Texas files such Articles of Merger (the time of such effectiveness is herein called the "Effective Time"). Notwithstanding the foregoing, by action of its Board of Directors, either of NewSub2 or AssetCo may terminate this Merger Agreement at any time prior to the filing of the Certificate of Ownership and Merger with respect to the Merger with Secretary of State of the State of Delaware and the Articles of Merger with respect to the Merger with Secretary of State of the State of Texas.

  • Bank Merger Immediately following the Merger, Xxxxxx City Savings Bank, a federal savings association and wholly owned Subsidiary of Xxxxxx (“Xxxxxx Bank”), will merge (the “Bank Merger”) with and into Manufacturers and Traders Trust Company, a bank chartered under the laws of the State of New York and a wholly owned Subsidiary of M&T (“M&T Bank”). M&T Bank shall be the surviving entity in the Bank Merger and shall continue its corporate existence under the name Manufacturers and Traders Trust Company, and, following the Bank Merger, the separate existence of Xxxxxx Bank shall cease. The parties agree that the Bank Merger shall become effective immediately following the Effective Time. The Bank Merger shall be implemented pursuant to a subsidiary plan of merger, in a form to be specified by M&T in consultation with Xxxxxx (the “Subsidiary Plan of Merger”). In order to obtain the necessary state and federal Regulatory Approvals for the Bank Merger, M&T and Xxxxxx shall cause the following to be accomplished prior to the filing of applications for Regulatory Approval: (i)(A) Xxxxxx shall cause Xxxxxx Bank to approve the Subsidiary Plan of Merger, (B) Xxxxxx, as the sole shareholder of Xxxxxx Bank, shall approve the Subsidiary Plan of Merger and (C) Xxxxxx shall cause the Subsidiary Plan of Merger to be duly executed by Xxxxxx Bank and delivered to M&T, and (ii)(A) M&T shall cause M&T Bank to approve the Subsidiary Plan of Merger, (B) M&T, as the sole shareholder of M&T Bank, shall approve the Subsidiary Plan of Merger and (C) M&T shall cause the Subsidiary Plan of Merger to be duly executed by M&T Bank and delivered to Xxxxxx. Prior to the Effective Time, Xxxxxx shall cause Xxxxxx Bank, and M&T shall cause M&T Bank, to execute such certificates of merger and articles of combination and such other documents and certificates as are necessary to make the Bank Merger effective (“Bank Merger Certificates”) immediately following the Effective Time. M&T shall take all appropriate action so that, as of the Effective Time and subject to and in accordance with the organizational documents of M&T Bank, the number of directors constituting the Board of Directors of M&T Bank shall be increased by one and Xxxxxx’x CEO shall be appointed as a director of M&T Bank.

  • The Company Merger Upon the terms and subject to the conditions of this Agreement at the Effective Time (as hereinafter defined), Company shall be merged with and into Sub and the separate existence and corporate organization of Company shall thereupon cease and Sub and Company shall thereupon be a single corporation. Sub shall be the surviving corporation in the Merger and the separate corporate existence of Sub shall continue unaffected and unimpaired by the Merger.

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