Filing; Plan of Merger. The Merger shall not become effective unless this Agreement and the Plan of Merger are duly approved by shareholders holding at least a majority of the shares of Republic Common Stock. Upon fulfillment or waiver of the conditions specified in Article VI and provided that this Agreement has not been terminated pursuant to Article VII, the Constituent Corporations will cause the Articles of Merger to be executed and filed with the Secretary of State of North Carolina and the Florida Department of State, as provided in Section 55-11-05 of the NCBCA and Section 607.1105 of the FBCA, respectively. The Plan of Merger is incorporated herein by reference, and adoption of this Agreement by the Boards of Directors of the Constituent Corporations and approval by the shareholders of Republic shall constitute adoption and approval of the Plan of Merger.
Filing; Plan of Merger. The Merger shall not become effective unless this Agreement and the Plan of Merger are duly adopted by the respective boards of directors of the Constituent Corporations and approved by shareholders holding the requisite number of shares of Seller and each of the Constituent Corporations. Upon fulfillment or waiver of the conditions in Section 5 and provided that this Agreement has not been terminated pursuant to Section 6.2, the Constituent Corporations will cause the Plan of Merger to be certified, executed, acknowledged and filed with the Virginia Corporation Commission as provided in the VSCA. The Plan of Merger is incorporated herein by reference, and adoption of this Agreement by the Boards of Directors of the Constituent Corporations and approval by the shareholders of the Constituent Corporations and of Seller shall constitute adoption and approval of the Plan of Merger.
Filing; Plan of Merger. The Merger shall not become effective unless this Agreement and the Plan of Merger are duly approved by shareholders holding the requisite number of shares of each of Life and BB&T Financial. Upon fulfillment or waiver of the conditions specified in Article VI and provided that this Agreement has not been terminated pursuant to Article VII, the Constituent Corporations will cause the Articles of Merger to be executed and filed with the Virginia State Corporation Commission, as provided in Section 13.1-720 of the VSCA. The Plan of Merger is incorporated herein by reference, and adoption of this Agreement by the Boards of Directors of the Constituent Corporations and approval by the shareholders of the Constituent Corporations shall constitute adoption and approval of the Plan of Merger.
Filing; Plan of Merger. The Merger shall not become effective unless (i) this Agreement and the Plan of Merger are duly approved by a vote of a majority of the outstanding shares of each of UCB (subject in the case of UCB to the provisions of Article X of its Articles of Incorporation) and Acquisition Subsidiary entitled to be voted, and (ii) the issuance of the shares of SNC Common Stock pursuant to the terms of this Agreement has been approved by a vote of a majority of the votes cast at the SNC shareholders' meeting held to consider matters related to this Agreement; provided the total vote cast represents over 50 percent of the shares of SNC Common Stock entitled to vote. Upon fulfillment or waiver of the conditions specified in Article VI and provided that this Agreement has not been terminated pursuant to Article VII, the Constituent Corporations will cause the Articles of Merger to be executed and filed with the Office of the Secretary of State of North Carolina. The Plan of Merger is incorporated herein by reference, and adoption of this Agreement by the Boards of Directors of the Constituent Corporations and approval by the shareholders of the Constituent Corporations shall constitute adoption and approval of the Plan of Merger.
Filing; Plan of Merger. The Merger shall not become effective unless this Agreement and the Plan of Merger are duly approved by shareholders holding more than two-thirds of the shares of Virginia Capital Common Stock entitled to vote. Upon fulfillment or waiver of the conditions specified in Article VI and provided that this Agreement has not been terminated pursuant to Article VII, the Constituent Corporations will cause the Articles of Merger to be executed and filed with the Secretary of State of North Carolina, as provided in Section 55-11-05 of the NCBCA, and with the Virginia State Corporation Commission, as provided in Section 13.1-720 of the VSCA. The Plan of Merger is incorporated herein by reference, and adoption of this Agreement by the respective Boards of Directors of the Constituent Corporations and approval by the shareholders of Virginia Capital shall constitute adoption and approval of the Plan of Merger.
Filing; Plan of Merger. The Merger shall not become effective unless this Agreement and the Plan of Merger are duly approved by shareholders holding at least a majority of the shares of FSF Common Stock. As promptly as practicable following the satisfaction or, if permissible, waiver of the conditions specified in Article VI and provided that this Agreement has not been terminated pursuant to Article VII, the Constituent Corporations will cause the Articles of Merger to be executed and filed with the Secretary of State of Minnesota, as provided in Section 302A.615 of the MBCA. The Plan of Merger is incorporated herein by reference, and adoption of this Agreement by the Boards of Directors of the Constituent Corporations and approval by the shareholders of FSF shall constitute adoption and approval of the Plan of Merger.
Filing; Plan of Merger. The Merger shall not become effective unless shareholders holding at least a majority of the shares of Carbon Common Stock outstanding and entitled to vote approve this Agreement and the Plan of Merger. Upon fulfillment or waiver of the conditions specified in Article VI and provided that this Agreement has not been terminated pursuant to Article VII, the Constituent Corporations will cause the Articles of Merger to be executed and filed with the Secretary of State of Colorado, as provided in Section 0-000-000 of the CBCA. The Plan of Merger is incorporated herein by reference, and adoption of this Agreement by the Boards of Directors of the Constituent Corporations and approval of the Plan of Merger by the shareholders of Carbon shall constitute adoption and approval of the Plan of Merger.
Filing; Plan of Merger. The Merger shall not become effective unless this Agreement and the Plan of Merger are duly approved by shareholders holding more than two-thirds of the shares of First Virginia Common Stock and Preferred Stock, voting together as a single group, and if approval of BB&T shareholders is sought, by shareholders holding at least a majority of the shares of BB&T Common Stock. Upon fulfillment or waiver of the conditions specified in Article VI and provided that this Agreement has not been terminated pursuant to Article VII, the Constituent Corporations will cause the Articles of Merger to be executed and filed with the Secretary of State of North Carolina and the Virginia State Corporation Commission, as provided in Section 55-11-05 of the NCBCA and Section 13.1-720 of the VSCA, respectively. The Plan of Merger is incorporated herein by reference, and adoption of this Agreement by the Boards of Directors of the Constituent Corporations and approval by the shareholders of the Constituent Corporations shall constitute adoption and approval of the Plan of Merger.
Filing; Plan of Merger. The Merger shall not become effective unless this Agreement and the Plan of Merger are duly approved by shareholders holding at least a majority of the shares of the BankFirst Common Stock and of the shares of the BankFirst Preferred Stock, each voting as a separate class. Upon fulfillment or waiver of the conditions specified in Article VI and provided that this Agreement has not been terminated pursuant to Article VII, the Constituent Corporations will cause the Articles of Merger to be executed and filed with the Secretary of State of North Carolina and the Secretary of State of Tennessee as provided in Section 55-11-05 of the NCBCA and Section 00-00-000 of the TBCA, respectively. The Plan of Merger is incorporated herein by reference, and adoption of this Agreement by the Boards of Directors of the Constituent Corporations and approval by the shareholders of BankFirst shall constitute adoption and approval of the Plan of Merger.
Filing; Plan of Merger. The Merger shall not become effective unless stockholders holding at least a majority of the Nytis (USA) Shares and entitled to vote approve this Agreement and the Plan of Merger. Upon fulfillment or waiver of the conditions specified in Article 7 and provided that this Agreement has not been terminated pursuant to Xxxxxxx 0, Xxxxx (XXX) and Merger Sub will cause the Certificate of Merger to be executed and filed with the Secretary of State of Delaware, as provided in Section 103 of the DGCL. The Certificate of Merger is incorporated herein by reference, and adoption of this Agreement by the Boards of Directors of SLSC, Nytis (USA) and the Merger Sub and approval hereof by the stockholders of Nytis (USA) shall constitute adoption and approval of the Plan of Merger.
