Articles of Merger and Certificate of Merger Sample Clauses

Articles of Merger and Certificate of Merger. On or before the Effective Time, following the execution and delivery of this Plan of Merger by each of Acquisition Subsidiary and Gopher State, Acquisition Subsidiary and Gopher State each shall execute articles of merger (“Articles of Merger”) setting forth the information required by and otherwise in compliance with the applicable provisions of the MBCA and the laws of the state of Minnesota. The Articles of Merger shall be filed in the manner required by, and otherwise in accordance with, the MBCA and the laws of the State of Minnesota as soon as practicable following the execution thereof. In addition to the Articles of Merger, on or before the Effective Time, following the execution and delivery of this Plan of Merger by each of Acquisition Subsidiary and Gopher State, Gopher State shall execute a certificate of merger (“Certificate of Merger”) setting forth the information required by and otherwise in compliance with the applicable provisions of DLLCA and the laws of the state of Delaware. The Merger shall be effective at the time of filing of the Articles of Merger and Certificate of Merger in the manner required by the MBCA and the DLLCA (the “Effective Time”). The Certificate of Merger shall be filed in the manner required by, and otherwise in accordance with, the DLLCA and the laws of the state of Delaware.
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Articles of Merger and Certificate of Merger. 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.
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Articles of Merger and Certificate of Merger. (a) THE ARTICLES OF MERGER. On or before the Effective Time, CHSC and UCB Acquisition each shall execute articles of merger (the "Articles of Merger") setting forth the information required by and otherwise in compliance with Section 308A.801 of the Minnesota Act. The Articles of Merger shall be filed with the Secretary of State of the State of Minnesota or as otherwise required by the Minnesota Act, and shall provide that the Merger shall become effective at the Effective Time.
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Articles of Merger and Certificate of Merger. (a) THE ARTICLES OF MERGER. On or before the Effective Time, Farmland and UCB Acquisition each shall execute articles of merger (the "Articles of Merger") and/or a certificate of merger (the "Certificate of Merger") setting forth the information required by and otherwise in compliance with Sections 17-1637 and 17-1638 of the Kansas Act. The Articles of Merger and/or the Certificate of Merger shall be filed with the Secretary of State of the State of Kansas or as otherwise required by the Kansas Act, and shall provide that the Merger shall become effective at the Effective Time.
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Articles of Merger and Certificate of Merger. As soon as practicable after satisfaction of, or to the extent permitted hereunder, waiver of, all of the conditions to the Merger, the Company and Merger Sub shall file Articles of Merger (the "Articles of Merger") with the Secretary of State of the State of Texas and make all such other filings or recordings required by Texas Law in connection with the Merger. The Merger shall become effective at such time as the Articles of Merger is duly filed with the Secretary of State of the State of Texas, in accordance with the relevant provisions of Texas Law (the "Effective Time"). The date on which the Effective Time shall occur is referred to herein as the "Effective Date."
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Related to Articles of Merger and Certificate of Merger

  • Certificate of Merger Upon the required approval by the General Partner and the Unitholders of a Merger Agreement, a certificate of merger shall be executed and filed with the Secretary of State of the State of Delaware in conformity with the requirements of the Delaware Act.

  • Articles of Merger The parties agree that, as soon as practicable after satisfaction of all conditions to the Merger, they will jointly file executed Articles of Merger with the Department and make all other filings or recordings required by Maryland law in connection with the Merger.

  • Terms of Merger 2 2.1 Charter ....................................................... 2 2.2 Bylaws ........................................................ 2 2.3

  • Certificate of Merger or Conversion Upon the required approval by the Manager of a Merger Agreement or a Plan of Conversion, as the case may be, a certificate of merger or certificate of conversion, as applicable, shall be executed and filed with the Secretary of State of the State of Delaware in conformity with the requirements of the Delaware Act.

  • Effective Time of Merger This Merger Agreement, or a Certificate of Ownership and Merger setting forth the information required by, and otherwise in compliance with, Section 253 of the General Corporation Law of the State of Delaware with respect to the Merger, shall be delivered for filing with the Secretary of State of the State of Delaware. This Merger Agreement, or Articles of Merger setting forth the information required by, and otherwise in compliance with, Article 5.16 of the Texas Business Corporation Act with respect to the Merger, shall be delivered for filing with the Secretary of State of the State of Texas. The Merger shall become effective upon the later of (i) the day and at the time the Secretary of State of the State of Delaware files such Certificate of Ownership and Merger, and (ii) the day and at the time the Secretary of State of the State of Texas files such Articles of Merger (the time of such effectiveness is herein called the "Effective Time"). Notwithstanding the foregoing, by action of its Board of Directors, either of NewSub2 or AssetCo may terminate this Merger Agreement at any time prior to the filing of the Certificate of Ownership and Merger with respect to the Merger with Secretary of State of the State of Delaware and the Articles of Merger with respect to the Merger with Secretary of State of the State of Texas.

  • Effect of Merger (a) At the effective time of the certificate of merger:

  • Effects of Merger The Merger shall have the effects set forth in Section 259 of the DGCL.

  • Approval of Merger The Merger shall be governed by Section 251(h) of the DGCL and shall be effected by Parent, Merger Sub and the Company as soon as practicable following the consummation of the Offer, without a vote of the stockholders of the Company, pursuant to Section 251(h) of the DGCL.

  • Merger of Merger Sub into the Company Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time (as defined in Section 1.3), Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The Company will continue as the surviving corporation in the Merger (the "Surviving Corporation").

  • Consummation of Merger The parties hereto expressly acknowledge that the consummation of the transactions hereunder is subject to consummation of the Merger. Nothing herein shall be construed to require Seller to consummate the Merger or take steps in furtherance thereof.

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