The Amalgamation; Effective Time. Subject to the provisions of this Agreement and the amalgamation agreement attached as Exhibit A (the “Amalgamation Agreement”), AerCap, Amalgamation Sub and Genesis will cause (i) the Amalgamation Agreement to be executed and delivered and (ii) an application for registration of an amalgamated company (the “Amalgamation Application”) to be prepared, executed and delivered to the Registrar of Companies in Bermuda (the “Registrar”) as provided under Section 108 of the Companies Act on or prior to the Closing Date and will cause the Amalgamation to become effective pursuant to the Companies Act on the Closing Date. The Amalgamation shall become effective upon the issuance of a certificate of amalgamation by the Registrar (the “Certificate of Amalgamation”) or such other time as the Certificate of Amalgamation may provide. The parties agree that they will request the Registrar to provide in the Certificate of Amalgamation that the effective time will be the time when the Amalgamation Application is filed with the Registrar (or where the Amalgamation Application is filed with the Registrar prior to the Closing Date, the time designated as the effective time in the Amalgamation Application), or another time mutually agreed by the parties (the “Effective Time”).
Appears in 3 contracts
Samples: Agreement and Plan of Amalgamation, Agreement and Plan of Amalgamation (Genesis Lease LTD), Agreement and Plan of Amalgamation (AerCap Holdings N.V.)
The Amalgamation; Effective Time. Subject to the provisions of this Agreement Agreement, and the amalgamation agreement attached as Exhibit A (the “Amalgamation Agreement”), AerCapValidus, Amalgamation Sub and Genesis IPC will cause (ia) the Amalgamation Agreement to be executed and delivered and (iib) an application for registration of an amalgamated company (the “Amalgamation Application”) to be prepared, executed and delivered to the Registrar of Companies in Bermuda (the “Registrar”) as provided under Section 108 of the Companies Act on or prior to the Closing Date and will cause the Amalgamation to become effective pursuant to the Companies Act on the Closing DateAct. The Amalgamation shall become effective upon the issuance of a certificate of amalgamation by the Registrar (the “Certificate of Amalgamation”) by the Registrar or such other time as the Certificate of Amalgamation may provide. The parties agree that they will request the Registrar to provide in the Certificate of Amalgamation that the effective time Effective Time will be the time when the Amalgamation Application is filed with the Registrar (or where the Amalgamation Application is filed with the Registrar prior to the Closing Date, the time designated as the effective time in the Amalgamation Application), or another time mutually agreed by the parties (the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Amalgamation (Validus Holdings LTD), Agreement and Plan of Amalgamation (Ipc Holdings LTD)
The Amalgamation; Effective Time. Subject Upon the terms and subject to the provisions of conditions set forth in this Agreement and the amalgamation agreement attached as Exhibit A (Amalgamation Agreement and in accordance with the “Amalgamation Agreement”)Companies Act, AerCapParent, Amalgamation Acquisition Sub and Genesis the Company will cause (ia) the Amalgamation Agreement to be executed and delivered and (iib) an application for registration of an amalgamated company (the “Amalgamation Application”) to be prepared, executed and delivered to the Registrar of Companies in Bermuda (the “Registrar”) as provided under Section 108 of the Companies Act on or prior to the Closing Date and will cause the Amalgamation to become effective pursuant to the Companies Act on the Closing DateAct. The Amalgamation shall become effective upon the issuance of a certificate of amalgamation by the Registrar (the “Certificate of Amalgamation”) by the Registrar or such other time as the Certificate of Amalgamation may provide. The parties to this Agreement agree that they will request the Registrar to provide in the Certificate of Amalgamation that the effective time Effective Time will be the time when the Amalgamation Application is filed with the Registrar (or where the Amalgamation Application is filed with the Registrar prior to the Closing Date, the time designated as the effective time in the Amalgamation Application), or another time mutually agreed in writing by the parties to this Agreement (the “Effective Time”). The name of the Amalgamated Company shall be “SeaCube Container Leasing Ltd.” Immediately prior to the Effective Time, Nineteenmoront Corp. shall subscribe for one Common Share for aggregate consideration of US$0.01 (at least equal to the par value thereof) (the “Carry-Forward Share”) and the Company shall issue the Carry-Forward Share to such Person.
Appears in 1 contract
Samples: Agreement and Plan of Amalgamation (SeaCube Container Leasing Ltd.)
The Amalgamation; Effective Time. Subject to the provisions of this Agreement and the amalgamation agreement attached as Exhibit A (the “"Amalgamation Agreement”"), AerCap, Amalgamation Sub and Genesis will cause (i) the Amalgamation Agreement to be executed and delivered and (ii) an application for registration of an amalgamated company (the “"Amalgamation Application”") to be prepared, executed and delivered to the Registrar of Companies in Bermuda (the “"Registrar”") as provided under Section 108 of the Companies Act on or prior to the Closing Date and will cause the Amalgamation to become effective pursuant to the Companies Act on the Closing Date. The Amalgamation shall become effective upon the issuance of a certificate of amalgamation by the Registrar (the “"Certificate of Amalgamation”") or such other time as the Certificate of Amalgamation may provide. The parties agree that they will request the Registrar to provide in the Certificate of Amalgamation that the effective time will be the time when the Amalgamation Application is filed with the Registrar (or where the Amalgamation Application is filed with the Registrar prior to the Closing Date, the time designated as the effective time in the Amalgamation Application), or another time mutually agreed by the parties (the “"Effective Time”").
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