Effectuation of Merger Sample Clauses

Effectuation of Merger. Pursuant to resolutions of the Board of Directors of the Non-Surviving Company and consent of the Sole Member of the Surviving Company duly authorizing the Merger in the manner prescribed by the provisions of the California General Corporation Law and the Delaware Limited Liability Company Act, respectively, the Non-Surviving Company and the Surviving Company hereby stipulate that they will cause to be executed and filed and/or recorded any document or documents prescribed by the laws of the States of Delaware and California, and that they will cause to be performed all necessary acts therein and elsewhere to effectuate the Merger. The officers of the Non-Surviving Company and the officers of the Surviving Company, respectively, acting alone or together, are hereby each authorized, empowered, and directed to do any and all acts and things, and to make, execute, deliver, file, and/or cause to be recorded any and all instruments, papers, and documents which any of them shall deem to be or become necessary, proper, or convenient to carry out or put into effect the provisions of this Plan of Merger and the Merger provided for herein.
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Effectuation of Merger. In the event that the merger of Merging ----------------------- Corporation with and into Surviving Corporation shall have been duly authorized in compliance with the General Corporation Law of the State of Nevada and in the manner prescribed by the provisions of the General Corporation Law of the State of Delaware, Merging Corporation and Surviving Corporation hereby stipulate that they will cause to be executed and filed and/or recorded any document or documents prescribed by the laws of the State of Delaware and of the State of Nevada, and that they will cause to be performed all necessary acts therein and elsewhere to effectuate the merger. Notwithstanding anything herein to the contrary, the Boards of Director of the Merging Corporation and the Surviving Corporation may abandon the Merger by resolution prior to filing and/or recording of such documents with the appropriate authorities.
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Effectuation of Merger 
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Related to Effectuation of Merger

  • 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.

  • Termination of Merger 9.1 This Agreement may be terminated and the Merger abandoned at any time prior to the Effective Date, whether before or after shareholder approval of this Agreement, by the consent of the Board of Directors of MLGT and CXNG.

  • Termination of Merger Agreement Notwithstanding anything to the contrary contained herein, in the event that the Merger Agreement is terminated in accordance with its terms prior to the Closing, this Agreement and all rights and obligations of the parties hereunder shall automatically terminate and be of no further force or effect.

  • Authorization of Merger All actions necessary to authorize the execution, delivery and performance of this Agreement by Company and the consummation of the transactions contemplated hereby shall have been duly and validly taken by the Board of Directors and stockholders of Company.

  • Tax Treatment of Merger The Parties intend that, for United States federal income tax purposes (and, where applicable, state and local income tax purposes) the Merger shall qualify as a reorganization within the meaning of Section 368(a) of the Code, and that this Agreement shall be, and is hereby adopted as, a plan of reorganization for purposes of Section 354 and 361 of the Code. Unless otherwise required by a final determination within the meaning of Section 1313(a) of the Code (or a similar determination under applicable state of local Law), all Parties shall file all United States federal, state and local Tax Returns in a manner consistent with the intended tax treatment of the Merger described in this Section 2.5, and no Party shall take a position inconsistent with such treatment.

  • 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.

  • CONDITIONS TO CONSUMMATION OF MERGER 5.1 Conditions to Each Party's Obligations. The respective obligations of each Party to consummate the Merger are subject to the satisfaction of the following conditions:

  • Capitalization of Merger Sub The authorized capital stock of Merger Sub consists solely of 1,000 shares of common stock, par value $0.01 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Parent or a direct or indirect wholly-owned Subsidiary of Parent. Merger Sub has not conducted any business prior to the date hereof and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.

  • Effect of Merger, Consolidation or Conversion (a) At the effective time of the certificate of merger:

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