Common use of Filing and Effectiveness Clause in Contracts

Filing and Effectiveness. The Merger shall become effective when the following actions shall have been completed: (a) This Agreement and the Merger shall have been adopted and approved by the shareholders of each Constituent Corporation in accordance with the requirements of the Delaware General Corporation Law and the Nevada Corporation Law; (b) All of the conditions precedent to the consummation of the Merger specified in this Agreement shall have been satisfied or duly waived by the party entitled to satisfaction thereof; (c) An executed Certificate of Merger or an executed, acknowledged and certified counterpart of this Agreement meeting the requirements of the Delaware General Corporation Law shall have been filed with the Secretary of State of the State of Delaware; and (d) An executed Certificate of Merger or an executed counterpart of this Agreement meeting the requirements of the Nevada Corporation Law shall have been filed with the Secretary of State of the State of Nevada. The date and time when the Merger shall become effective, as aforesaid, is herein called the "Effective Date of the Merger."

Filing and Effectiveness. The Merger shall become effective when the following actions shall have been completed: (a) This Agreement and the Merger shall have been adopted and approved by the shareholders of each Constituent Corporation in accordance with the requirements of the Delaware General Corporation Law and the Nevada Colorado Business Corporation LawAct; (b) All of the conditions precedent to the consummation of the Merger specified in this Agreement shall have been satisfied or duly waived by the party entitled to satisfaction thereof; (c) An executed Certificate of Merger or an executed, acknowledged and certified executed counterpart of this Agreement meeting the requirements of the Delaware General Corporation Law shall have been filed with the Secretary of State of the State of Delaware; and (d) An executed Certificate Executed Articles of Merger or an executed counterpart of this Agreement meeting the requirements of the Nevada Colorado Business Corporation Law Act shall have been filed with the Secretary of State of the State of NevadaColorado. The date and time when the Merger shall become effective, as aforesaid, is herein called the "Effective Date of the Merger."

Filing and Effectiveness. The Merger shall become effective when the following actions shall have been completed: (a) This Agreement and the Merger shall have been adopted and approved by the shareholders stockholders of each Constituent Corporation in accordance with the requirements of the Delaware General Corporation Law and the Nevada Corporation LawCalifornia Corporations Code; (b) All of the conditions precedent to the consummation of the Merger specified in this Agreement shall have been satisfied or duly waived by the party entitled to satisfaction thereof;; and (c) An executed Certificate of Merger or an executed, acknowledged and certified executed counterpart of this Agreement meeting the requirements of the Delaware General Corporation Law shall have been filed with the Secretary of State of the State of Delaware; and (d) An executed Certificate of Merger or an executed counterpart of this Agreement meeting the requirements of the Nevada Corporation Law shall have been filed with the Secretary of State of the State of Nevada. The date and time when the Merger shall become effective, as aforesaid, is herein called the "Effective Date of the Merger."

Filing and Effectiveness. The Merger shall become effective when the following actions shall have been completed: (a) This Agreement and the Merger shall have been adopted and approved by the stockholder/shareholders of each Constituent Corporation in accordance with the requirements of the Delaware General Corporation Law and the Nevada California General Corporation Law; (b) All of the conditions precedent to the consummation of the Merger specified in this Agreement shall have been satisfied or duly waived by the party entitled to satisfaction thereof;; and (c) An executed Certificate of Merger or an executed, acknowledged and certified executed counterpart of this Agreement meeting the requirements of the Delaware General Corporation Law shall have been filed with the Secretary of State of the State of Delaware; and (d) An executed Certificate of Merger or an executed counterpart of this Agreement meeting the requirements of the Nevada Corporation Law shall have been filed with the Secretary of State of the State of Nevada. The date and time when the Merger shall become effective, as aforesaid, is herein called the "Effective Date of the Merger."

Filing and Effectiveness. The Merger shall become effective when the following actions shall have been completed: (a) This Agreement and the Merger shall have been adopted and approved by the shareholders of each Constituent Corporation in accordance with the requirements of the Delaware General Corporation Law and the Nevada Ohio General Corporation Law; (b) All of the conditions precedent to the consummation of the Merger specified in this Agreement shall have been satisfied or duly waived by the party entitled to satisfaction thereof; (c) An executed Certificate of Merger or an executed, acknowledged and certified counterpart of this Agreement meeting the requirements of the Delaware General Corporation Law shall have been filed with the Secretary of State of the State of Delaware; and (d) An executed Certificate of Merger or an executed executed, acknowledged and certified counterpart of this Agreement meeting the requirements of the Nevada Ohio General Corporation Law shall have been filed with the Secretary of State of the State of NevadaOhio. The date and time when the Merger shall become effective, as aforesaid, is herein called the "“Effective Date of the MergerTime."”

Filing and Effectiveness. The Merger shall become effective when the following actions shall have been completed: (a) This Agreement and the Merger shall have been adopted and approved by the shareholders stockholders of each Constituent Corporation in accordance with the requirements of the Delaware General Corporation Law and the Nevada Corporation LawCalifornia Corporations Code; (b) All of the conditions precedent to the consummation of the Merger specified in this Agreement shall have been satisfied or duly waived by the party entitled to satisfaction thereof;; and (c) An executed Certificate of Merger or an executed, acknowledged and certified executed counterpart of this Agreement meeting the requirements of the Delaware General Corporation Law shall have been filed with the Secretary of State of the State of Delaware; and. (d) An executed Certificate of Merger or an executed counterpart of this Agreement meeting All statutory requirements under the requirements of the Nevada Corporation Law California Corporations Code shall have been filed with the Secretary of State of the State of Nevadacomplied with. The date and time when the Merger shall become effective, as aforesaid, is herein called the "Effective Date of the Merger."

Filing and Effectiveness. The Reincorporation Merger shall become effective when the following actions shall have been completed: (a) This Agreement and the Reincorporation Merger shall have been adopted and approved by the shareholders stockholders of each Constituent Corporation in accordance with the requirements of the Delaware General Corporation Law and the Nevada Private Corporation Law; (b) All of the conditions precedent to the consummation of the Reincorporation Merger specified in this Agreement shall have been satisfied or duly waived by the party entitled to satisfaction thereof; (c) An executed Certificate of Merger or an executed, acknowledged and certified counterpart of this Agreement meeting the requirements of the Delaware General Corporation Law shall have been filed with the Secretary of State of the State of Delaware; and (d) An executed Certificate Articles of Merger or an executed counterpart of this Agreement meeting the requirements of the Nevada Private Corporation Law shall have been filed with the Secretary of State of the State of Nevada. The date and time when the Reincorporation Merger shall become effective, as aforesaid, is herein called the "Effective Date of the Merger."

Filing and Effectiveness. The Merger shall become effective when the following actions shall have been completed: (a) This Agreement and the Merger shall have been adopted and approved by the shareholders stockholders of each Constituent Corporation in accordance with the requirements of the Delaware General Corporation Law and the Nevada Utah Business Corporation LawAct; (b) All of the conditions precedent to the consummation of the Merger specified in this Agreement shall have been satisfied or duly waived by the party entitled to satisfaction thereof; (c) An executed Certificate of Merger or an executed, acknowledged and certified executed counterpart of this Agreement meeting the requirements of the Delaware General Corporation Law shall have been filed with the Secretary of State of the State of Delaware; and (d) An executed Certificate of Merger or an executed counterpart of this Agreement meeting the requirements of the Nevada Utah Business Corporation Law Act shall have been filed with the Secretary Division of State Corporations and Commercial Code of the State of NevadaUtah. The date and time when the Merger shall become effective, as aforesaid, is herein called the "Effective Date of the Merger."

Filing and Effectiveness. The Merger shall become effective when the ------------------------ following actions shall have been completed: (a) A. This Agreement and the Merger shall have been adopted and approved by the shareholders of each Constituent Corporation AvTel-Utah and the sole stockholder of AvTel-Delaware in accordance with the requirements of the Delaware General Corporation Law and the Nevada Utah Revised Business Corporation LawAct; (b) B. All of the conditions precedent to the consummation of the Merger specified in this Agreement shall have been satisfied or duly waived by the party entitled to satisfaction thereof; (c) C. An executed Certificate of Merger or an executed, acknowledged and certified executed counterpart of this Agreement meeting the requirements of the Delaware General Corporation Law shall have been filed with the Secretary of State of the State of Delaware; and (d) An executed Certificate D. Executed Articles of Merger or an executed counterpart of this Agreement meeting the requirements of the Nevada Utah Revised Business Corporation Law Act shall have been filed with the Secretary of State of the State of NevadaUtah. The date and time when the Merger shall become effective, as aforesaid, is herein called the "Effective Date of the Merger"."

Filing and Effectiveness. The Merger shall become effective when the last to occur of the following actions shall have been completed: (a) This Merger Agreement and the Merger shall have been adopted and approved by the shareholders stockholders of each of the Constituent Corporation Corporations in accordance with the requirements of the Delaware General Corporation Law DGCL and the Nevada Corporation LawNRS; (b) All of the conditions precedent to the consummation of the Merger specified in this Merger Agreement shall have been satisfied or duly waived by the party entitled to satisfaction thereof; (c) An A properly executed Certificate of Merger or an executed, acknowledged and certified executed counterpart of this Merger Agreement meeting the requirements of the Delaware General Corporation Law DGCL shall have been filed with and accepted by the Secretary of State of the State of Delaware; and (d) An A properly executed Certificate Articles of Merger or an executed counterpart of this Merger Agreement meeting the requirements of the Nevada Corporation Law NRS shall have been filed with the Secretary of State of the State of Nevada. The date and time when the Merger shall become effective, as aforesaid, is herein called the "Effective Date of the MergerDate."

Filing and Effectiveness. The Merger shall become effective when the following actions shall have been completed: (a) This Agreement and the Merger shall have been adopted and approved by the shareholders stockholders of each Constituent Corporation in accordance with the requirements of the Delaware General Corporation Law and the Nevada California General Corporation Law; (b) All of the conditions precedent to the consummation of the Merger specified in this Agreement shall have been satisfied or duly waived by the party entitled to satisfaction thereof; (c) An executed Certificate of Merger or an executed, acknowledged and certified executed counterpart of this Agreement meeting the requirements of the Delaware General Corporation Law shall have been filed with the Secretary of State of the State of Delaware; and (d) An executed Certificate of Merger or an executed counterpart of this Agreement meeting the requirements of the Nevada California General Corporation Law shall have been filed with the Secretary of State of the State of NevadaCalifornia. The date and time when the Merger shall become effective, as aforesaid, is herein called the "Effective Date of the Merger."

Filing and Effectiveness. The Merger shall become effective when the following actions shall have been completed: : (ai) This this Agreement and the Merger shall have been adopted and approved by the shareholders stockholders of each Constituent Corporation in accordance with the requirements of the Delaware General Corporation Law and the Nevada General Corporation Law; ; (bii) All all of the conditions precedent to the consummation of the Merger specified in this Agreement shall have been satisfied or duly waived by the party entitled to satisfaction thereof; ; (ciii) An an executed Certificate of Merger or an executed, acknowledged and certified executed counterpart of this Agreement meeting the requirements of the Delaware General Corporation Law shall have been filed with the Secretary of State of the State of Delaware; and and (div) An an executed Certificate of Merger or an executed counterpart of this Agreement meeting the requirements of the Nevada General Corporation Law shall have been filed with the Secretary of State of the State of Nevada. The date and time when the Merger shall become effective, as aforesaid, is herein called the "“Effective Date of the Merger."”

Filing and Effectiveness. The Merger shall become effective when the following actions shall have been completed: (a) This Agreement and the Merger shall have been adopted and approved by the shareholders stockholders of each Constituent Corporation in accordance with the requirements of the Delaware General Louisiana Business Corporation Law and the Nevada Delaware General Corporation Law; (b) All of the conditions precedent to the consummation of the Merger specified in this Agreement shall have been satisfied or duly waived by the party entitled to satisfaction thereof; (c) An executed Certificate of Merger or an executed, acknowledged and certified executed counterpart of this Agreement meeting the requirements of the Delaware General Corporation Law shall have been filed with the Secretary of State of the State of Delaware; and (d) An executed Certificate Executed Articles of Merger or an executed counterpart of this Agreement Agreement, together with any and all other necessary documents and instruments, meeting the requirements of the Nevada Louisiana Business Corporation Law shall have been filed with the Secretary of State of the State of NevadaLouisiana. The date and time when the Merger shall become effective, as aforesaid, is herein called the "Effective Date Time of the Merger."