Second Merger Certificate of Merger definition

Second Merger Certificate of Merger means the certificate of merger filed with the Delaware Secretary of State for the purpose of effecting the Second Merger.

Second Merger Certificate of Merger has the meaning provided in Section 2.3.

Second Merger Certificate of Merger means the confirmation from a Luxembourg notary as prima facie evidence of compliance with all corporate requirements of the Luxembourg Companies Act in respect of the Second Merger.

Examples of Second Merger Certificate of Merger in a sentence

• Merger Sub II, as the surviving entity after the Second Merger, is sometimes referred to herein as the “Second Merger Surviving Entity.” The Second Merger shall become effective at the latest time of the filing and acceptance by the Secretary of State of the State of Delaware of the Second Merger Certificate of Merger or such other later time as may be specified in the Second Merger Certificate of Merger (such time the “Second Merger Effective Time”).

• The Second Merger shall become effective at such time as the Second Merger Certificate of Merger is duly filed with the Secretary of State of the State of Delaware or at such other time as is agreed upon by the Parties and specified as the effective time in the Second Merger Certificate of Merger (the “Second Merger Effective Time”); provided, however, that in no event shall the Second Merger Effective Time precede the Effective Time.

• The Second Merger shall have the effects set forth in this Agreement, the Second Merger Certificate of Merger and the applicable provisions of the DGCL and the Delaware LLC Act.

• Merger Sub II, as the surviving entity after the Second Merger, is sometimes referred to herein as the “ Second Merger Surviving Entity.” Promptly after the First Merger Effective Time, Parent shall cause the Second Merger to be consummated by filing the Second Merger Certificate of Merger with the Secretary of State of the State of Delaware, in accordance with the relevant provisions of Delaware Law.

• Participants on military, sick or other bona fide leave of absence on December 31, 2024 will not be deemed to have terminated employment with the Company if such absence does not exceed 180 days or, if longer, the period the participant retains the right by statute or by contract to return to employment with the Company.

• The Second Merger shall become effective (the "Second Merger Effective Time") at the time the First Merger Surviving Corporation and Acquisition LLC file the Second Merger Certificate of Merger in the form attached hereto as Exhibit G (the "Second Merger Certificate of Merger") with the Secretary of State of the State of Delaware.

• Parent shall deliver to the Shareholder Representative a copy of the fully executed First Merger Articles of Merger, Second Merger Articles of Merger and Second Merger Certificate of Merger, and, after receipt of the filed First Merger Articles of Merger and Second Merger Articles of Merger from the Secretary of State of the State of Texas and Second Merger Certificate of Merger from the Secretary of State of the State of Delaware, a copy of such filed Articles of Merger and Certificate of Merger.

• As of June 30, 2012 and 2011, accumulated sick leave approximated $414,970 and $387,311, respectively.

• Merger Sub II, as the surviving entity after the Second Merger, is sometimes referred to herein as the “Second Merger Surviving Entity.” Promptly after the First Merger Effective Time, Parent shall cause the Second Merger to be consummated by filing the Second Merger Certificate of Merger with the Secretary of State of the State of Delaware, in accordance with the relevant provisions of Delaware Law.