The Merger; Effective Time of the Merger. Upon the terms and subject to the conditions of this Agreement, at the Effective Time, Merger Sub shall be merged with and into the Company, with the Company as the surviving corporation and a wholly-owned subsidiary of Parent, in accordance with provisions of the General Corporation Law of the State of Delaware (the “DGCL”). At the Closing, the Parties shall cause the Merger to be consummated by filing a certificate of merger prepared and executed in accordance with the relevant provisions of the DGCL (the “Certificate of Merger”) with the Office of the Secretary of State of the State of Delaware. The Merger shall become effective upon the filing of the Certificate of Merger with the Office of the Secretary of State of the State of Delaware, or at such later time as shall be agreed upon by Parent and the Company and specified in the Certificate of Merger (the “Effective Time”).
The Merger; Effective Time of the Merger. Upon the terms and conditions of this Agreement and in accordance with the Delaware General Corporation Law (the "DGCL"), Merger Sub shall be merged with and into the Company at the Effective Time (as hereinafter defined). As soon as practicable at or after the closing of the Merger (the "Closing"), a certificate of merger, prepared and executed in accordance with the relevant provisions of the DGCL, with respect to the Merger (the "Certificate of Merger") shall be filed with the Delaware Secretary of State. The Merger shall become effective at such time as is provided in the Certificate of Merger (the "Effective Time").
The Merger; Effective Time of the Merger. Upon the terms and subject to the conditions of this Agreement, at the Effective Time (as hereinafter defined), Merger Sub shall be merged with and into the Company in accordance with the General Corporation Law of the State of Delaware (the “DGCL”). As a part of the Closing, the Company, Parent and Merger Sub shall cause a certificate of merger, in a form and substance reasonably acceptable to Parent and the Company and meeting the requirements of Section 251 of the DGCL (the “Certificate of Merger”), to be properly executed and filed with the Secretary of State of the State of Delaware in accordance with the terms and conditions of the DGCL and shall take all such other and further actions as may be required by any Applicable Law (as hereinafter defined) to make the Merger effective as promptly as practicable. The Merger shall become effective at the time that the Certificate of Merger is accepted for filing by the Secretary of State of Delaware in accordance with the DGCL or at such later date and time as is specified in the Certificate of Merger (such time and date being referred to herein as the “Effective Time”).
The Merger; Effective Time of the Merger. Upon the terms and subject to the conditions of this Agreement, at the Effective Time (as hereinafter defined), Merger Sub shall be merged with and into the Company, with the Company continuing as the surviving corporation in such merger as a direct wholly owned subsidiary of Parent, in accordance with the Nevada Revised Statutes Chapter 92A (the “NRS”). As soon as practicable at or after the closing of the Merger (the “Closing”), articles of merger prepared and executed in accordance with the relevant provisions of the NRS (the “Articles of Merger”) shall be filed with the Nevada Secretary of State. The Merger shall become effective upon the filing of the Articles of Merger with the Nevada Secretary of State, or at such later time specified in the Articles of Merger (the “Effective Time”).
The Merger; Effective Time of the Merger. Upon the terms and subject to the conditions of this Agreement, at the Effective Time (as hereinafter defined), Newco shall be merged with and into the Company in accordance with the Maryland General Corporation Law (the "MGCL"), the separate corporate existence of Newco shall cease, and the Company shall continue as the surviving entity (Newco and the Company are sometimes referred to herein as the "Constituent Entities," and the Company is sometimes referred to herein as the "Surviving Entity"). As soon as practicable at or after the closing of the Merger (the "Closing") pursuant to Section 1.2 and Article 6, Newco and the Company shall file articles of merger prepared and executed in accordance with the relevant provisions of the MGCL (the "Articles of Merger") with the State Department of Assessments and Taxation of Maryland ("SDAT"). The Merger shall become effective upon the filing of the Articles of Merger with, and acceptance for record of the Articles of Merger by, the SDAT, or at such later time (but not to exceed 30 days after the Articles of Merger are accepted for record by the SDAT) specified in the Articles of Merger (the "Effective Time").
The Merger; Effective Time of the Merger. Upon the terms and subject to the conditions of this Agreement, at the Effective Time (as hereinafter defined), MIT shall be merged with and into the Company in accordance with the Maryland General Corporation Law (the "MGCL") and Title 8 of the Corporations and Associations Article of the Annotated Code of Maryland ("Title 8"), the separate corporate existence of MIT shall cease and the Company shall continue as the surviving entity (the Company is sometimes referred to herein as the "Surviving Entity"). As soon as practicable at or after the closing of the Merger (the "Closing") pursuant to Article VI, MIT and the Company shall file articles of merger prepared and executed in accordance with the relevant provisions of Title 8 and the MGCL (the "Articles of Merger") with the State Department of
The Merger; Effective Time of the Merger. Upon the terms and conditions of this Agreement and in accordance with Delaware law, Sub shall be merged with and into SubTech (the "Merger") at the Effective Time. The Merger shall become effective immediately when a certificate of merger (the "Certificate of Merger"), prepared and executed in accordance with the relevant laws of Delaware, is filed with the Secretary of State of the State of Delaware or, if agreed to by the parties, at such time thereafter as is provided in the Certificate of Merger (the "Effective Time"). The filing of the Certificate of Merger shall be made as soon as practicable on or after the Closing.
The Merger; Effective Time of the Merger. Upon the terms and subject to the conditions of this Agreement and in accordance with the Delaware General Corporation Law (the "DGCL"), Sub shall be merged with and into the Company at the Effective Time (as hereinafter defined). Subject to the provisions of this Agreement, a certificate of merger (the "Certificate of Merger") shall be duly prepared and properly executed and thereafter duly filed with the Secretary of State of the State of Delaware, as provided in the DGCL, as soon as practicable on or after the Closing Date (as hereinafter defined). The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware or at such time thereafter as is provided in the Certificate of Merger (the "Effective Time").
The Merger; Effective Time of the Merger. Upon the terms and conditions of this Agreement and in accordance with the Oklahoma General Corporation Act (the "Oklahoma Act") and the Kansas General Corporation Code (the "Kansas Code"), Syntroleum shall be merged with and into SLH at the Effective Time (as hereinafter defined). The Merger shall become effective as of the date indicated in a certificate of merger (the "Certificate of Merger"), prepared and executed in accordance with the relevant provisions of the Oklahoma Act and the Kansas Code, that is filed with the Secretary of State of the States of Oklahoma and Kansas pursuant to the Oklahoma Act and the Kansas Code (the "Effective Time"). The filing of the Certificate of Merger shall be made upon, or as soon as practicable after, the closing of the Merger (the "Closing"). The Certificate of Merger shall be in substantially the form attached hereto as Exhibit A.
The Merger; Effective Time of the Merger. Subject to the provisions of this Agreement, Merger Sub will be merged with and into the Company to effect the Subsidiary Merger. A certificate of merger as contemplated by Section 907 of the BCL (the “Certificate of Merger”) shall be duly prepared, executed, and acknowledged by the parties and thereafter the parties shall cause the Certificate of Merger to be filed with the Department of State of the State of New York as soon as practicable on or after the Closing Date (as defined below). The Subsidiary Merger shall become effective upon the acceptance for filing of the Certificate of Merger by the Department of State of the State of New York or at such time thereafter as is provided in the Certificate of Merger (the “Effective Time”). Solely for purposes of clarification, Company and the Stockholders’ Representative acknowledge and agree that Parent will have no obligation to make any payment pursuant to this Agreement until the Certificate of Merger has been certified in writing by the Department of State of the State of New York.
