Completion of the Merger. At the Effective Time (as defined below), Sub will be merged with and into PSP (the "Merger") in accordance with the terms, conditions and provisions of this Agreement and the Certificate of Merger. The Merger shall become effective at the time at which the Certificate of Merger is filed with the California Secretary of State in accordance with the CRLPA, except that if the Certificate of Merger specifies a date subsequent to the date of such filing on which the Merger is to become effective, the Merger shall be effective on such specified subsequent date (the "Effective Time"). Sub and PSP are sometimes collectively referred to herein as the "Constituent Entities" and PSP, as the surviving entity in the Merger, is sometimes referred to herein as the "Surviving Entity."
Completion of the Merger. The Merger shall have been consummated.
Completion of the Merger. 9.1. The completion of the merger and exchange of shares is conditional on the following:
Completion of the Merger. Concurrently with the Closing or at such later date and time as may be mutually agreed in writing by the Company and Purchaser, the Agreement of Merger shall be filed with the Office of the Secretary of State of the State of Delaware in accordance with the DGCL.
Completion of the Merger. The Merger shall have become effective under the DGCL.
Completion of the Merger. At the Effective Time (as defined below), PSP20 will be merged with and into PSI (the "Merger") in accordance with the terms, conditions and provisions of this Agreement and the Merger Agreement. The Merger shall become effective at the time at which the Merger Agreement, together with the requisite Officers' Certificates of PSI and PSP20 are filed with the California Secretary of State in accordance with the GCLC (the "Effective Time"). PSI and PSP20 are sometimes collectively referred to herein as the "Constituent Corporations" and PSI, as the surviving corporation of the Merger, is sometimes referred to herein as the "Surviving Corporation."
Completion of the Merger. (See page 81) As more fully described in this proxy statement/prospectus and in the Merger Agreement, the completion of the Merger depends on a number of conditions being satisfied or, where legally permissible, waived. These conditions include: • New Senior obtaining the required vote of its stockholders to adopt the Merger Agreement; • the approval for listing on the NYSE of shares of Ventas Common Stock to be issued in connection with the Merger, subject to official notice of issuance; • the SEC having declared effective the registration statement on Form S-4 of which this proxy statement/ prospectus forms a part, and the registration statement not being the subject of any stop order or proceedings seeking a stop order; • the absence of temporary or permanent injunctions or restraints preventing the Merger or other matters making the Merger illegal; • the representations and warranties of the other party being true and correct to the extent and as of the dates specified in the Merger Agreement, including that there have been no changes, effects, developments, circumstances, conditions, states of facts, events or occurrences since March 31, 2021 which have had or would reasonably be expected to have, individually or in the aggregate, a material adverse effect with respect to such other party and the other party having performed in all material respects all of the obligations required to be performed by it under the Merger Agreement, and receipt of an officer’s certificate from the other party at or prior to the closing certifying that the conditions discussed in this bullet have been satisfied; • the receipt by Xxxxxx of an opinion of REIT counsel to New Senior, in form and substance reasonably satisfactory to Ventas, to the effect that at all times commencing with New Senior’s taxable year ended December 31, 2014 and through the closing date, New Senior has been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code and its actual method of operation has enabled New Senior to meet, through the Effective Time, the requirements for qualification and taxation as a REIT under the Code; • the receipt by New Senior of an opinion from counsel to New Senior to the effect that the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code; and • the receipt by New Senior of an opinion from REIT counsel to Ventas, in form and substance reasonably satisfactory to New Senior...
Completion of the Merger. As soon as possible after approval, the merger plan will be made available on Insr's website (http:/xxxx.xx/). This also applies to annual accounts, directors' reports and auditor's reports for the last three fiscal years for Insr and Nemi, Xxxx's interim report as of 30 June 2017 and the quarterly report as of 30 September 2017, as well as an audited interim balance sheet as of 30 September 2017 for Nemi. The merger plan and the other mentioned documentation will be available at least one month before, and until, the board of directors of Insr finally approves the merger. The shareholders of Insr will be informed as soon as possible about the availability of the merger plan and other mentioned documentation by written notice to each shareholder. Insr shall, as soon as possible and at the latest one month before the board of directors of Insr finally approves the merger, notify the Register of Business Enterprises of the merger, cf. the Public Limited Liability Companies Act section 13-24 (2) no. 4, cf. section 13-13. The Register of Business Enterprises will announce the plan through the Register of Business Enterprises' electronic announcement system. After expiry of the month's notices mentioned in clauses 4.1 and 4.2, the boards of directors of Insr and Nemi will finally approve the merger. Estimated date of board approval is [the end of January 2018]. Notice of the approval of the merger will then be given to the Register of Business Enterprises, cf. the Public Limited Liability Companies Act section 13-24 (2) no. 5, cf. section 13-14. When the deadline pursuant to the Public Limited Liability Companies Act section 13-15 (1) has expired and the conditions of clause 6 have been satisfied, Insr shall notify the Register of Business Enterprises of the completion of the merger, pursuant to the Public Limited Liability Companies Act section 13-17 (1). On the date of registration of the notice in the Register of Business Enterprises, Nemi's assets, rights and obligations shall be deemed to be transferred to Insr. At the same time, Nemi shall be dissolved.
Completion of the Merger. Completion of the Merger shall take place on the Merger Date, being the last day of the month to which the day when the conditions set out above are all satisfied (excluding those explicitly waived by the Parties in writing to the extent permitted by applicable laws) belongs.
Completion of the Merger. The Administrative Agent shall have received a certificate executed by a Responsible Officer of BHI certifying that the Merger has been completed;
