Common use of Filing; Plan of Merger Clause in Contracts

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.