Effective Date and Time. On the Closing Date and subject to the terms and conditions hereof, the parties hereto shall cause the appropriate certificates (the "Agreement of Merger") in the form attached as Exhibit 1.3 complying with the applicable provisions of the Washington Business Corporation Act ("Washington Law") and the California Corporations Code ("California Law") to be properly executed and filed with the Secretary of State of the State of Washington (the "Washington Secretary of State") and the Secretary of State of the State of California (the "California Secretary of State"). The Merger shall become effective on the date (the "Effective Date") and at the time (the "Effective Time") of filing of the Agreement of Merger or at such other time as may be specified in the Agreement of Merger as filed. If the Washington or California Secretaries of State require any changes in the Agreement of Merger as a condition to filing or to issuing its certificate to the effect that the Merger is effective, BSQUARE, Merger Sub and the Company will execute any necessary revisions incorporating such changes, provided such changes are not inconsistent with and do not result in any material change in the terms of this Agreement.
Appears in 1 contract
Sources: Merger Agreement (Bsquare Corp /Wa)
Effective Date and Time. On the Closing Date and subject to the terms and conditions hereof, the parties hereto shall cause the appropriate certificates articles of merger and a certificate of merger (the "Agreement Articles of Merger") in the form attached as Exhibit 1.3 ), complying with the applicable provisions of the Washington Business Corporation Act ("Washington Law") and the California Corporations Code Nevada General Corporation Law ("California Nevada Law") to and in such form and executed in such manner as required by Washington Law and Nevada Law, shall be properly executed and filed delivered for filing with the Secretary of State of the State state of Washington (the "Washington Secretary of StateSecretary") and the Secretary of State of the State state of California Nevada (the "California Secretary of StateNevada Secretary"). The Merger shall become effective on the date (the "Effective Date") and at the time (the "Effective Time") of filing of the Agreement Articles of Merger or at such other time as may be specified in the Agreement Articles of Merger as filed. If the Washington Secretary or California Secretaries of State require the Nevada Secretary requires any changes in the Agreement Articles of Merger as a condition to filing or to issuing its certificate to the effect that the Merger is effective, BSQUARE▇▇▇▇▇▇▇.▇▇▇, Merger Sub and the Company will execute any necessary revisions incorporating such changes, provided such changes are not inconsistent with and do not result in any material change in the terms of this Agreement.
Appears in 1 contract
Sources: Merger Agreement (Ubarter Com Inc)
Effective Date and Time. On the Closing Date and subject to the terms and conditions hereof, the parties hereto shall cause the appropriate certificates (the "Agreement i) a certificate of Merger") in the form attached as Exhibit 1.3 merger complying with the applicable provisions of the Washington Business Delaware General Corporation Act Law ("Washington Delaware Law"), substantially in the form attached as Exhibit 1.3(i) (the "Certificate of Merger"), shall be delivered for filing to the Secretary of State of the State of Delaware (the "Delaware Secretary of State"), and (ii) an agreement of merger, together with an officers' certificate, complying with the applicable provisions of the California Corporations Code ("California Law"), substantially in the form attached as Exhibit 1.3(ii) to be properly executed and filed with the Secretary of State of the State of Washington (the "Washington Secretary Agreement of StateMerger") and ), shall be delivered for filing to the Secretary of State of the State of California (the "California Secretary of State"). The Merger shall become effective on the date (the "Effective Date") and at the time (the "Effective Time") of the filing of the Agreement of Merger with the California Secretary of State or at such other time as may be specified in the Agreement of Merger as filed. If the Washington or California Secretaries Delaware Secretary of State require or the California Secretary of State requires any changes in the Certificate of Merger or Agreement of Merger Merger, respectively, as a condition to filing or to issuing its certificate to the effect that the Merger is effective, BSQUAREAmaz▇▇.▇▇▇, Merger Sub ▇▇e Purchaser and the Company will execute any necessary revisions incorporating such changes, provided such changes are not inconsistent with and do not result in any material change in the terms of this Agreement.
Appears in 1 contract
Sources: Merger Agreement (Amazon Com Inc)
Effective Date and Time. On the Closing Date and subject to the terms and conditions hereof, the parties hereto shall cause the appropriate certificates (the "Agreement Articles of Merger") in the form attached as Exhibit 1.3 complying with the applicable provisions of the Washington Business Corporation Act ("Washington Law") and the California Corporations Code General Corporation Law ("California Law") ), to be properly executed and filed with the Secretary of State of the State of Washington (the "Washington Secretary of State") and the Secretary of State of the State of California (the "California Secretary of State"). The Merger shall become effective on the date (the "Effective Date") and at the time (the "Effective Time") of filing of the Agreement Articles of Merger or at such other time as may be specified in the Agreement Articles of Merger as filed. If the Washington or California Secretaries Secretary of State require or the California Secretary of State requires any changes in the Agreement Articles of Merger as a condition to filing or to issuing its certificate to the effect that the Merger is effective, BSQUAREAmaz▇▇.▇▇▇, Merger Sub ▇▇e Purchaser and the Company will execute any necessary revisions incorporating such changes, provided such changes are not inconsistent with and do not result in any material change in the terms of this Agreement.
Appears in 1 contract
Sources: Merger Agreement (Amazon Com Inc)
Effective Date and Time. On the Closing Date and subject to the terms and conditions hereof, the parties hereto shall cause the appropriate certificates agreement of merger and related documents (collectively, the "Agreement Articles of Merger") in the form attached as Exhibit 1.3 complying with the applicable provisions of the Washington Business Corporation Act ("Washington Law") and the California Corporations Code ("California Law"), substantially in the forms attached hereto as Exhibit 1.3(a) and 1.3(b), and in such form as required by, and executed in duplicate in accordance with, Washington Law and California Law, to be properly executed and filed delivered for filing with the Secretary of State of the State of Washington (the "Washington Secretary of State") and the Secretary of State of the State of California (the "California Secretary of State"). The Merger shall become effective on the date (the "Effective Date") and at the time (the "Effective Time") of filing of the Agreement Articles of Merger with the Washington Secretary of State or the California Secretary of State, whichever is later or at such other time as may be specified in the Agreement Articles of Merger as filed. If the Washington or California Secretaries Secretary of State require or the California Secretary of State, requires any changes in the Agreement Articles of Merger as a condition to filing or to issuing its certificate to the effect that the Merger is effective, BSQUAREParent, Merger Sub and the Company will execute any necessary revisions incorporating such changes, provided such changes are not inconsistent with and do not result in any material change in the terms of this Agreement.
Appears in 1 contract