Merger Effective Sample Clauses
The 'Merger Effective' clause defines the precise moment when a merger between two or more entities becomes legally binding and operational. Typically, this is triggered upon the filing of required documents with the relevant governmental authority, such as a certificate of merger with the state, and may also depend on the satisfaction of certain closing conditions. This clause ensures all parties have a clear, agreed-upon point in time when the rights, obligations, and assets of the merging entities are consolidated, thereby preventing disputes about when the merger's legal effects commence.
Merger Effective. The Merger shall have become effective under the TBCA.
Merger Effective. The Merger shall have become effective in accordance with the terms of the Merger Agreement and the Delaware General Corporation Law;
Merger Effective. The Merger shall have been comsumated and shall be fully effective under German law on or before September 23, 1998 -- time being of the essence.
Merger Effective. Time Subject to the terms and conditions set forth in this Agreement, a Certificate of Merger in customary form reasonably acceptable to LACQ and the Company (the “Certificate of Merger”) shall be duly executed by the Company and Merger Sub and thereafter delivered to the Secretary of State of the State of Delaware for filing pursuant to the DGCL on the Closing Date. The Merger shall become effective at such time as a properly executed and certified copy of the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware in accordance with the DGCL or at such later time as LACQ and the Company may agree upon and set forth in the Certificate of Merger (such time as the Merger becomes effective, the “Merger Effective Time”).
Merger Effective. The Certificate of Merger shall have been executed on or before the Closing Date and, prior to the Effective Time, shall be filed with the Secretary of State of the State of Delaware and the Merger shall have become effective in accordance with the provisions of the General Corporation Law.
Merger Effective. The Merger shall have become effective under the NCBCA.
Merger Effective. At the Effective Time:
(i) RE3W shall continue its existence under the Act as the Surviving Corporation;
(ii) the separate corporate existence of Sub shall cease;
(iii) all rights, title and interests to all assets, whether tangible or intangible and any property or property rights owned by Sub shall be allocated to and vested in the Surviving Corporation without reversion or impairment, without further act or deed, and without any transfer or assignment having occurred, but subject to any existing liens or other Encumbrances thereon, and all liabilities and obligations of Sub shall be allocated to the Surviving Corporation, which shall be the primary obligor therefor and, except as otherwise provided by law or contract, no other party to the Merger, other than the Surviving Corporation, shall be liable therefor; and (iv) Each of Sub and RE3W shall execute and deliver, and file or cause to be filed with the Secretary of State of the State of Nevada the Articles of Merger, and with the BVI Registrar of Corporate Affairs the BVI Articles of Merger with such amendments thereto as the parties hereto shall deem mutually acceptable.