OF THE MERGER Sample Clauses

OF THE MERGER. Following the Effective Time of the Merger, the separate corporate existence of OJSAC shall cease, and the Company shall continue as the surviving corporation in the Merger and shall succeed to and assume all the rights and obligations of OJSAC in accordance with the OGCL and DGCL. The Company is sometimes referred to herein as the "Surviving Corporation" from and after the Merger.
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OF THE MERGER. Implementation Steps by Telupay
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OF THE MERGER. The Company hereby acknowledges and agrees that (i) the Financing Commitments previously delivered by the Purchaser to the Company pursuant to Section 5.10(a) of the Merger Agreement are in form and substance satisfactory to the Company, (ii) the Company's right to terminate the Merger Agreement pursuant to Section 5.10(a) is hereby forever waived by the Company and shall have no further force or effect, and (iii) the Purchaser has complied with and satisfied its obligations under Section 5.10(a) of the Merger Agreement.
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OF THE MERGER. Implementation Steps by Telupay 3.1 Telupay covenants in favor of I-Level that Telupay shall:
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Related to OF THE MERGER

  • of the Merger Agreement Section 7.6 of the Merger Agreement shall be deleted and replaced in its entirety with the following:

  • Effect of the Merger At the Effective Time, the effect of the Merger shall be as provided in this Agreement and the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all the property, rights, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.

  • Effective Time of the Merger Subject to the provisions of this Agreement, at the Closing, the Company shall file a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with, the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL in connection with the Merger. The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware or at such later date and time as the Company and Parent may agree upon and as is set forth in such Certificate of Merger (such time, the “Effective Time”).

  • Consummation of the Merger As soon as practicable after the Closing, the parties hereto shall cause the Merger to be consummated by filing with the Secretary of State of the State of Delaware a certificate of merger or other appropriate documents (in any such case, the “Certificate of Merger”) in such form as required by, and executed in accordance with, the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall become effective at such time as the Certificate of Merger is duly filed with such Secretary of State, or at such later time as Parent and the Company shall agree and specify in the Certificate of Merger (the time and date the Merger becomes effective being the “Effective Time” and “Effective Date,” respectively).

  • The Merger Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, Merger Sub shall be merged with and into the Company at the Effective Time of the Merger (as defined in Section 1.3). Also at the Effective Time, the separate corporate existence of Merger Sub shall cease, and the Company shall continue as the surviving corporation (the “Surviving Corporation”) and shall succeed to and assume all the rights, properties, liabilities and obligations of Merger Sub in accordance with the DGCL.

  • Closing of the Merger The closing of the Merger (the "Closing") will take place at a time and on a date to be specified by the parties, which shall be no later than the second business day after satisfaction of the latest to occur of the conditions set forth in Article 5 (the "Closing Date"), at the offices of Sperry Young & Stoecklein, 1850 X. Xxxxxxxo Xx., Xxxxx 000, Xxx Xxxxx, Xxxxxx, xxxxxx xxxxxxx xime, date or place is agreed to in writing by the parties hereto.

  • Effects of the Merger The Merger shall have the effects set forth in the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the properties, rights, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.

  • Tax Treatment of the Merger The Company has no Knowledge of any fact or circumstance relating to it that would prevent the transactions contemplated by this Agreement from qualifying as a reorganization under Section 368(a) of the IRC.

  • Terms of the Merger Subject to the terms and conditions of this Agreement, at the Effective Time, HVBC shall merge with and into CZFS, and CZFS shall be the surviving entity (hereinafter sometimes referred to as the “Surviving Corporation”). Immediately thereafter, pursuant to the Plan of Bank Xxxxxx described in the following sentence, HVB shall merge with and into FCCB, and FCCB shall be the surviving entity (hereinafter sometimes referred to as the “Surviving Bank”) and shall continue to be governed by the laws of the Commonwealth of Pennsylvania. As soon as practicable after the execution of this Agreement, CZFS (on behalf of CZFSAC in CZFS’ capacity as the sole member of CZFSAC) will cause FCCB to, and HVBC will cause HVB to, execute and deliver a Plan of Bank Merger substantially in the form attached to this Agreement as Exhibit B. As part of the Merger, shares of HVBC Stock shall, at the Effective Time, be converted into the right to receive the Merger Consideration pursuant to the terms of Article II.

  • Effect of the Mergers (a) At the First Effective Time, the effect of the First Merger shall be as provided in this Agreement, the First Certificate of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the First Effective Time, all the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of First Merger Sub and the Company shall become the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of the Surviving Corporation, which shall include the assumption by the Surviving Corporation of any and all agreements, covenants, duties and obligations of First Merger Sub and the Company set forth in this Agreement to be performed after the First Effective Time.