Second Certificate of Merger Sample Clauses

Second Certificate of Merger. 1.3(b) Second Effective Time........................................................................................1.3(b) Softwatch......................................................................................................5.26 Stockholders Agreement.........................................................................................5.10 Surviving Corporation 1......................................................................................1.1(a) Surviving Corporation 2......................................................................................1.1(b) Tax Returns.................................................................................................3.13(b) Taxes.......................................................................................................3.13(b) Termination Fee..............................................................................................7.4(b) THCG Common Stock............................................................................................2.1(a) THCG Option.................................................................................................5.20(a) THCG Stock Incentive Plan...................................................................................5.20(a) Transfer.....................................................................................................5.1(a) UBCA.......................................................................................................
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Second Certificate of Merger. An authorized officer of Merger Sub II shall have delivered to Company a duly executed Second Certificate of Merger in the form of Exhibit C.
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Second Certificate of Merger. At the Second Closing, the parties shall cause the Second Merger to be effected by filing a certificate of merger with the Secretary of State of Delaware in accordance with the provisions of the DLLCA in the form attached as Exhibit F hereto (the “Delaware Second Certificate”).
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Second Certificate of Merger. Parent shall have delivered to the Company a copy of the Second Certificate of Merger, duly executed by Xxxxxx.
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Second Certificate of Merger. Promptly after the Effective Time, Parent shall cause certificates of merger substantially in the form attached hereto as Exhibit D-2 (the “Second Certificates of Merger” and, together with the First Certificate of Merger, the “Certificates of Merger”) to be properly executed and filed in accordance with the relevant provisions of Delaware Law and the FBCA, and shall make or cause to be made all other filings or recordings required under Delaware Law and the FBCA. The Second Step Merger shall be effective at the time and on the date set forth in the Second Certificate of Merger filed with respect thereto in accordance with Delaware Law and the FBCA (the “Second Effective Time”). At the Second Effective Time, the effect of the Second Step Merger shall be as provided in this Agreement and the applicable provisions of Delaware Law and the FBCA. Without limiting the generality of the foregoing, and subject thereto, at the Second Effective Time, all rights, powers, privileges and property of the Interim Surviving Entity and Merger Sub One shall vest in the Surviving Entity, and all debts, obligations, restrictions and liabilities of the Interim Surviving Entity and Merger Sub One shall become debts, obligations, restrictions and liabilities of the Surviving Entity.
Sample 1

Related to Second Certificate of Merger

  • Certificate of Merger Upon the required approval by the General Partner and the Unitholders of a Merger Agreement, a certificate of merger shall be executed and filed with the Secretary of State of the State of Delaware in conformity with the requirements of the Delaware Act.

  • Certificate of Merger or Certificate of Conversion Upon the required approval by the General Partner and the Unitholders of a Merger Agreement or the Plan of Conversion, as the case may be, a certificate of merger or certificate of conversion or other filing, as applicable, shall be executed and filed with the Secretary of State of the State of Delaware or the appropriate filing office of any other jurisdiction, as applicable, in conformity with the requirements of the Delaware Act or other applicable law.

  • Articles of Merger The parties agree that, as soon as practicable after satisfaction of all conditions to the Merger, they will jointly file executed Articles of Merger with the Department and make all other filings or recordings required by Maryland law in connection with the Merger.

  • Certificate of Merger or Conversion Upon the required approval by the Manager of a Merger Agreement or a Plan of Conversion, as the case may be, a certificate of merger or certificate of conversion, as applicable, shall be executed and filed with the Secretary of State of the State of Delaware in conformity with the requirements of the Delaware Act.

  • Filing of Certificate of Merger Subject to the provisions of this Agreement, at the Closing, the Parties shall cause the Merger to become effective by causing the Surviving Corporation to execute and file in accordance with the DGCL a certificate of merger with the Secretary of State of the State of Delaware (the “Certificate of Merger”). The Merger shall become effective upon such filing, or at such later date and time as is agreed to by Parent and the Company and set forth in the Certificate of Merger (the “Effective Time”).

  • Terms of Merger 2 2.1 Charter..............................................................2 2.2 Bylaws...............................................................2 ARTICLE 3 -

  • 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.

  • Effective Date of Merger Upon satisfaction or waiver (in accordance with the provisions of this Agreement) of each of the conditions set forth herein, the parties hereto shall execute and cause to be filed Articles of Combination, and/or such certificates or further documents as shall be required by the OTS, the Office of the Secretary of the OTS, and with such other federal or state regulatory agencies as may be required. Upon approval by the OTS, and endorsement of such certificates, the Merger and other transactions contemplated by this Agreement shall become effective. The Effective Date for all purposes hereunder shall be the date of such endorsement.

  • Merger of Merger Sub into the Company Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time (as defined in Section 1.3), Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The Company will continue as the surviving corporation in the Merger (the "Surviving Corporation").

  • Approval of Merger The Merger shall be governed by Section 251(h) of the DGCL and shall be effected by Parent, Merger Sub and the Company as soon as practicable following the consummation of the Offer, without a vote of the stockholders of the Company, pursuant to Section 251(h) of the DGCL.

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