Examples of Certificate of Ownership and Merger in a sentence
Garrett Smith Senior Vice President -- Finance Exhibit A-1: Certificate of Incorporation of NewSub2 Exhibit A-2: Certificate of Ownership and Merger EXHIBIT A-1 TO SCHEDULE I CERTIFICATE OF INCORPORATION OF PIONEER NEWSUB2, INC.
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").
The Certificate of Incorporation of NewSub2 before the merger, as amended by the Certificate of Ownership and Merger, attached hereto as Exhibit A-1 and Exhibit A-2, respectively, shall be and remain the Certificate of Incorporation of NewSub2 after the Effective Time, until the same shall thereafter be altered, amended, or repealed in accordance with law and the Certificate of Incorporation of NewSub2.
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.
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.
This Certificate of Ownership and Merger shall be effective as of 12:01 A.M. on April 30, 1991.
Declaring a dividend, authorizing the issuance of stock, or adopting a Certificate of Ownership and Merger pursuant to law; except that a committee may exercise such authority to the extent authorized in a resolution or resolutions adopted by the Board of Directors.
The Merger shall become effective upon the filing of the Certificate of Merger or Certificate of Ownership and Merger or at such other time as is agreed by the parties hereto and specified in the Certificate of Merger or Certificate of Ownership and Merger (the time at which the Merger becomes fully effective being hereinafter referred to as the "Effective Time").
The Merger shall become effective when the Certificate of Merger or, if applicable, the Certificate of Ownership and Merger (each, the "Certificate of Merger"), executed in accordance with the relevant provisions of the DGCL, are accepted for record by the Secretary of State of the State of Delaware.
This Certificate of Ownership and Merger shall be effective as of 5:00 p.m. on December 31, 1991.