Second Step Certificate of Merger definition

Second Step Certificate of Merger shall have the meaning set forth in Section 1.1(b).
Sample 1Sample 2
Second Step Certificate of Merger shall have the meaning set forth in Section 1.5(g).
Sample 1Sample 2
Second Step Certificate of Merger has the meaning set forth Section 2.2.
Sample 1

Examples of Second Step Certificate of Merger in a sentence

  • Upon consummation of the HQ Merger, the UK Agreement and the Stock Purchase Agreement, the HQ Surviving Corporation shall cause the certificate of merger, substantially in the form of Exhibit C hereto (the "Second Step Certificate of Merger"), to be filed with the Secretary of State of the State of Delaware.

  • The Second Step Merger shall become effective at such time specified in the Second Step Certificate of Merger in accordance with the relevant provisions of the DGCL (such time hereinafter referred to as the “Second Effective Time”).

  • On or prior to the time the Second Step Certificate of Merger (as herein defined) is filed with the Secretary of State of the State of Delaware, the Company shall cause those persons set forth on Schedule 1(e) hereto to be appointed to the Holdco Board of Directors to serve until such time as their successors are duly elected or qualified.

  • Unless the context otherwise requires, the term “Agreement” as used herein refers collectively to this Agreement (as the same may be amended from time to time in accordance with the terms hereof), the First Step Certificate of Merger and the Second Step Certificate of Merger.

  • The Certificate of Incorporation of Merger Sub II immediately prior to the Effective Time, as amended in the Second Step Certificate of Merger to be filed with Delaware Secretary of State, will be the Certificate of Incorporation of the Surviving Corporation.

  • Preference may be given to qualified candidates in an effort to achieve this regional representation.

  • As soon as practicable after the Effective Time, Parent shall cause another certificate of merger, substantially in the form of Exhibit G (the "Second Step Certificate of Merger"), to be filed with the Delaware Secretary, and upon the terms and subject to the conditions in this Agreement, and in accordance with the Delaware Limited Liability Company Act (the "LLC Act"), the Interim Surviving Corporation shall be merged with and into Merger Sub II.

Related to Second Step Certificate of Merger

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

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

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

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

  • 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 LLC Act means the Delaware Limited Liability Company Act.

  • 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.

  • 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.

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

  • Certificate of Conversion means the Certificate of Conversion of the Partnership filed with Secretary of State of Delaware as referenced in Section 2.1 as such Certificate of Conversion may be amended, supplemented or restated from time to time.

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

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

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

  • Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).

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

  • Second Merger has the meaning set forth in the Recitals.

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

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

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

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

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).

  • 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.

  • Certificate of Completion means the certificate of completion given by the Engineer-in- charge pursuant to clause 40 of these conditions;

  • Certificate of Acceptance means written certification, delivered to Contractor and signed by an authorized representative of the State, stating that any Defects in a particular Phase or the Solution discovered after implementation and testing have been corrected as required under this Contract, and that the Phase complies in all material respects with all of the applicable Requirements.

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