Ohio Certificate of Merger definition

Ohio Certificate of Merger has the meaning set forth in Section 2(a) below.
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Ohio Certificate of Merger as defined in Section 2.2.
Sample 1

Examples of Ohio Certificate of Merger in a sentence

  • The Merger shall become effective as set forth in the certificate of merger (the "Ohio Certificate of Merger") that shall be filed with the Secretary of State of the State of Ohio and the certificate of merger (the "Michigan Certificate of Merger") that shall be filed with the appropriate office of the State of Michigan on the Closing Date (together with the Ohio Certificate of Merger, the "Certificates of Merger").

  • The Merger shall become effective at the time (the "Effective Time") of the last of the following events to occur: (a) the filing of the Delaware Certificate of Merger; (b) the filing of the Ohio Certificate of Merger; or (c) such later time as shall be specified in such filings.

  • The term “Effective Time” shall be the date and time when the Merger becomes effective as set forth in the Ohio Certificate of Merger and the North Carolina Articles of Merger.

  • The Merger shall become effective upon the filing of the Ohio Certificate of Merger with the Secretary of State of Ohio, or at such other time as FCE Ohio and FCE Merger Sub shall agree and specify in the Ohio Certificate of Merger (the “Effective Time”).

  • The term "Effective Time" shall be the date and time when the Merger becomes effective, as set forth in the Ohio Certificate of Merger and the Delaware Certificate of Merger.

  • No consent or approval of, or filing and expiration of a waiting period or a period for disapproval by, any governmental authority is required for any Company to consummate the transactions contemplated by this Agreement, except for filing and acceptance of the Articles of Merger pursuant to the PBCL, the Ohio Certificate of Merger pursuant to the OGCL and the Delaware Certificate of Merger pursuant to the DGCL.

  • At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Ohio Certificate of Merger, the Delaware Certificate of Merger and the applicable provisions of the OGCL and the DGCL.

  • Before the filing of the Ohio Certificate of Merger and the Delaware Certificate of Merger, a closing (the "Closing") will be held at the offices of Nuttxx, XxClxxxxx & Xish, LLP, One Xxxxxxxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx (xx such other place as the parties may agree) for the purpose of confirming all the foregoing.

  • Before the filing of the Articles of Merger, the Ohio Certificate of Merger and the Delaware Certificate of Merger, a closing (the "Closing") will be held at the offices of Nuttxx, XxClxxxxx & Xish, LLP, One Xxxxxxxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx (xx such other place as the parties may agree) for the purpose of confirming all the foregoing.

  • At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Delaware Certificate of Merger and the applicable provisions of Delaware Law, and the Ohio Certificate of Merger and the applicable provisions of Ohio Law.

Related to Ohio Certificate of Merger

  • Certificate of Merger has the meaning set forth in Section 2.2.

  • Certificates of Merger has the meaning set forth in Section 2.2.

  • Articles of Merger has the meaning set forth in Section 2.2.

  • Agreement of Merger has the meaning set forth in Section 2.01(b).

  • Secretary of State means the Secretary of State of the State of Delaware.

  • DLLCA means the Delaware Limited Liability Company Act.

  • Certificate of Arrangement means the certificate of arrangement to be issued by the Director pursuant to subsection 192(7) of the CBCA in respect of the Articles of Arrangement;

  • Delaware Secretary of State means the Secretary of State of the State of Delaware.

  • Certificate of Amendment means the Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company, substantially in the form attached to this Agreement as Exhibit A.

  • Delaware LLC Act means the Delaware Limited Liability Company Act.

  • Certificate of Trust means the Certificate of Trust in the form of Exhibit B to be filed for the Trust pursuant to Section 3810(a) of the Statutory Trust Statute.

  • Merger Sub 2 shall have the meaning given in the Recitals hereto.

  • Merger Sub 1 has the meaning set forth in the Preamble.

  • the Secretary of State means the Secretary of State for Education;

  • Certificate of organization means the certificate required by section 489.201. The term includes the certificate as amended or restated.

  • Certificate of Limited Partnership means the Certificate of Limited Partnership of the Partnership filed with the Secretary of State of the State of Delaware as referenced in Section 7.2, as such Certificate of Limited Partnership may be amended, supplemented or restated from time to time.

  • Delaware LLC Division means the statutory division of any Delaware LLC into two or more Delaware LLCs pursuant to Section 18-217 of the Delaware Limited Liability Company Act.

  • Certificate of Amalgamation means the certificate of amalgamation to be issued by the Director in respect of the Amalgamation;

  • Delaware LLC means any limited liability company organized or formed under the laws of the State of Delaware.

  • Delaware Divided LLC means any Delaware LLC which has been formed upon the consummation of a Delaware LLC Division.

  • Merger Sub Board means the board of directors of Merger Sub.

  • Bank Merger Agreement has the meaning set forth in Section 6.10.

  • Plan of Merger has the meaning set forth in Section 2.2.

  • Merger Sub II has the meaning set forth in the Preamble.

  • Agreement and Plan of Merger has the meaning set forth in the first recital above.