Examples of Xxxxxx Merger in a sentence
No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by Xxxxxx, Merger Sub and the Stockholder.
The Merger shall become effective at the time and day of such filing and acceptance by the Secretary of State of the State of Delaware, or such later time and day as may be agreed in writing by Xxxxxx, Merger Sub and the Company and specified in the Certificate of Merger (such time and date being referred to herein as the “Effective Time”).
This Agreement may only be amended, modified or supplemented by an agreement in writing signed by Xxxxxx, Merger Sub and the Target at any time prior to the Effective Time; provided, however, that after the Requisite Target Vote is obtained, there shall be no amendment or waiver that, pursuant to applicable Law, requires further approval of the Shareholders, without the receipt of such further approvals.
All Shares that, immediately prior to the Effective Time, are owned by the Company in the treasury, owned of record by any Company Subsidiary, or owned of record by Xxxxxx, Merger Sub or any of their respective Subsidiaries (other than, in each case, Shares held on behalf of a third party) shall be cancelled and shall cease to exist, with no payment being made with respect thereto.
The Xxxxxx Merger will become effective upon the filing of the agreement of merger provided for in the Xxxxxx Merger Agreement, an officers' certificate of each of Xxxxxx and QHI relating to the approval of the Xxxxxx Merger and a tax clearance certificate relating to Xxxxxx' assumption of QHI's obligations to pay California franchise taxes (all as provided for in Section 1103 of the California Corporations Code) (collectively, the "Merger Filing") with the Secretary of State of the State of California.