Consummation/ Termination Sample Clauses

Consummation/ Termination. After the Merger is approved, and at any time prior to the filing of the Plan of Merger (or a Certificate of Merger in lieu thereof), the Plan of Merger may be terminated and abandoned (subject to any contractual rights) by either Texas Corporation or Delaware Corporation without shareholder approval, notwithstanding approval of the Plan of Merger by the shareholders of all or any of the Constituent Corporations. In accordance with the provisions of Article 5.03I of the TBCA and Section 251(d) of the Delaware Law, if Articles of Merger have been filed with the Secretary of State of Texas or the Plan of Merger (or a Certificate of Merger in lieu thereof) has been filed with the Secretary of State of Delaware but the Merger has not become effective, the Merger may be abandoned as provided in Article 5.03I of the TBCA and Section 251(d) of the Delaware Law if a statement or certificate of termination, executed on behalf of each of the Constituent Corporations, stating that the Plan of Merger has been abandoned in accordance with such Plan of Merger and Article 5.03I of the TBCA and Section 251(a) of the Delaware Law, is filed with the Secretary of State of Texas and the Secretary of State of Delaware prior to the Effective Time of the Merger. Notwithstanding shareholder authorization and at any time prior to the filing of the Articles of Merger or the Plan of Merger (or a Certificate of Merger in lieu thereof), the Merger may be deferred from time to time on mutual consent of the respective boards of directors of each of the Constituent Corporations.