The Merger Effective Time. Subject to the provisions of this Agreement, Merger Sub and Company will cause (a) a certificate of merger (the “Certificate of Merger”) to be duly prepared, executed and thereafter delivered to the Secretary of State of the State of Delaware for filing, as provided in the General Corporation Law of the State of Delaware, as amended (“DGCL”) on the Closing Date, and (b) a notice of amalgamation to be prepared, executed and delivered to the Registrar of Companies in Bermuda (the “Registrar”) as provided under S.104C of the Companies Act prior to the Closing Date. 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 may be mutually agreed by Parent and Company and specified in the Certificate of Merger (the “Effective Time”); provided that the Certificate of Merger shall be filed by the Surviving Company with the Registrar within 30 days after the date of issue thereof in accordance with S.104C of the Companies Act. Under the Companies Act, this Agreement shall be deemed to have been adopted when it has been approved by the stockholders of each of Company and Merger Sub.
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Samples: Agreement and Plan of Merger (Tower Group, Inc.), Agreement and Plan of Merger (CastlePoint Holdings, Ltd.), Agreement and Plan of Merger (Tower Group, Inc.)
