Company Certificate of Merger definition

Company Certificate of Merger has the meaning set forth in Section 2.1(d)(ii).

Company Certificate of Merger has the meaning set forth in Section 3.2 hereof.

Company Certificate of Merger is defined in Section 2.03 of the Agreement.

Examples of Company Certificate of Merger in a sentence

• The Company Certificate of Merger shall provide that the Company Merger shall only be effective upon consummation of the Parent Merger.

• The mortality assumptions sufficiently accommodate anticipated future mortality improvements.

• The Operating Company Merger shall become effective upon such time as the Operating Company Certificate of Merger has been filed with the DSOS, or such later time which the parties hereto shall have agreed upon and designated in such filing in accordance with the DLLCA, as the effective time of the Operating Company Merger (the “Operating Company Merger Effective Time”).

• The Company Merger shall become effective (and the Company Certificate of Merger shall state the Company Merger shall become effective) immediately following the Parent Merger or such subsequent date and time as the parties hereto shall mutually agree and as shall be specified in the Company Certificate of Merger (the “Effective Time of the Company Merger”).

• From and after the Company Merger Effective Time, the Company Merger will have the effects as set forth in this Agreement, the Company Certificate of Merger and the applicable provisions of the DGCL.

• The Company Certificate of Merger filing shall be made on the Closing Date.

• The Company Merger will become effective on the date that the Company Certificate of Merger is filed with the Secretary of State of the State of Delaware, or such other time as agreed in writing by Parent and the Company and specified in the Company Certificate of Merger (such time, the "Company Merger Effective Time").

• The Company Merger shall become effective at such time as the Company Certificate of Merger is duly filed with the Secretary of State of the State of Delaware or at such other time as Buyer and the Company shall agree in writing and shall specify in the Company Certificate of Merger (the time the Company Merger becomes effective being the “Company Merger Effective Time”).

• The Company Merger shall have the effects provided in this Agreement, the Company Articles of Merger (as defined below) and the Company Certificate of Merger (as defined below), and as specified in the applicable provisions of the MGCL and the DLLCA.

• The Company Merger shall become effective upon the filing of the Company Certificate of Merger with the Office of the Secretary of State of the State of Delaware (the “Company Merger Effective Time”), or at such later time as shall be agreed upon by Parent and the Company and specified therein.

More Definitions of Company Certificate of Merger

Company Certificate of Merger means one or more certificates of merger with respect to the Merger, containing the provisions required by, and executed in accordance with, the DGCL.

Company Certificate of Merger means one or more certificates of merger with respect to the Merger, containing the provisions required by, and executed in accordance with, the DGCL. “Company Common Shares” is defined in the Recitals. “Company Data Room” is defined in Section 4.8(b) . “Company Disclosure Letter” is defined in Article III. “Company Employee” is defined in Section 5.9(a) . “Company Employee Benefit Plan” is defined in Section 3.12(a) . “Company Equity Plans” is defined in Section 2.7(a) . “Company Financial Advisors” is defined in Section 3.20. “Company Intellectual Property Rights” is defined in Section 3.14(b) . “Company Material Adverse Effect” means any change, event, development or effect that has a material adverse effect on the business, assets, continuing results of operations or financial condition of the Company and the Company Subsidiaries, taken as a whole; pro- vided, however, that no change or effect resulting from any of the following shall constitute, or be taken into account in determining whether there is or has been, a Company Material Adverse Effect: (i) changes in conditions affecting the real estate industry gen- erally, the United States of America or the global economy; (ii) general political, economic or business conditions or changes therein (including the commencement, continuation or escalation of a war, material armed hostilities or other material international or national calamity or acts of terrorism or earthquakes, hurricanes, other natural disasters or acts of God);

Company Certificate of Merger means the Certificate of Merger in the form attached hereto as Exhibit A-1.