Oi Móvel Merger Sample Clauses

Oi Móvel Merger. Approval, by December 31, 2021, by the Extraordinary General Meetings of Shareholders of Oi Móvel and the Oi Group Takeover Company, pursuant to Section 5.6 of this Agreement, of the merger of Oi Móvel into the Oi Group Takeover Company, it being understood and agreed that, in the event such merger is not approved by the Extraordinary General Meetings of Shareholders of Oi Móvel and the Oi Group Takeover Company by December 31, 2021, and provided that all other Seller's Conditions Precedent have been complied with (or waived, in writing) in accordance with the terms provided for herein, then the Seller shall be obligated to complete the Closing and consummate the Transaction in accordance with the terms provided for herein, regardless of the merger of Oi Móvel into the Oi Group Takeover Company.
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Oi Móvel Merger. As soon as possible, but in any event within thirty (30) Business Days of the Segregation of UPI Mobile Assets, Oi shall cause to be convened Extraordinary General Meetings of Shareholders of Oi Móvel and the Oi Group Takeover Company, pursuant to their respective bylaws and applicable Laws, to resolve on the approval of the merger of Oi Móvel by the Oi Group Takeover Company, pursuant to article 227 of the Brazilian Corporations Law, which shall result in the extinguishment of Oi Móvel and cancellation of the shares issued by the company, with the attribution of all of the shares held by Oi Móvel in the Oi Móvel SPEs to the Oi Group Takeover Company. The Oi Group Takeover Company shall succeed Oi Móvel in all of its rights and obligations, including those set forth in this Agreement, and shall (1) perform all acts and execute all instruments necessary to formalize the transfer of Oi Móvel's assets, rights, and obligations by virtue of the merger; and (2) send to the Purchasers copies of the minutes of the extraordinary general meetings of shareholders provided for herein, as well as the Merger Memorandum and the respective valuation reports duly registered with the competent Boards of Trade, as well as other documents that may be reasonably required by the Purchasers to confirm compliance with such formalities. Except in the event that the merger of Oi Móvel does not occur by the Closing Date, upon the implementation of the merger of Oi Móvel, the Oi Group Takeover Company shall be the universal successor in all obligations of Oi Móvel and shall become the Seller, for all purposes of this Agreement. Until the implementation of the merger of Oi Móvel, Oi and Telemar are joint and several guarantors of all of Oi Móvel's obligations under this Agreement. CHAPTER VI
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Related to Oi Móvel Merger

  • Second Merger At the Second Effective Time, by virtue of the Second Merger and without any action on the part of the Surviving Corporation or Parent or the holders of any securities of the Surviving Corporation or Parent, each share of common stock, par value $0.001 per share, of the Surviving Corporation issued and outstanding immediately prior to the Second Effective Time shall no longer be outstanding and shall automatically be canceled and shall cease to exist without any consideration being payable therefor.

  • First Merger At the Effective Time, by virtue of the First Merger and without any action on the part of the Company, Parent, Acquisition Sub or the holders of any securities of the Company or Acquisition Sub:

  • The Merger Upon the terms and subject to the conditions of this Agreement and in accordance with the DGCL, at the Effective Time (as defined below), Merger Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”).

  • The Company Merger Upon the terms and subject to the conditions of this Agreement at the Effective Time (as hereinafter defined), Company shall be merged with and into Sub and the separate existence and corporate organization of Company shall thereupon cease and Sub and Company shall thereupon be a single corporation. Sub shall be the surviving corporation in the Merger and the separate corporate existence of Sub shall continue unaffected and unimpaired by the Merger.

  • The Mergers Upon the terms and subject to the conditions set forth in this Agreement:

  • Effective Time of Merger This Merger Agreement, or a Certificate of Ownership and Merger setting forth the information required by, and otherwise in compliance with, Section 253 of the General Corporation Law of the State of Delaware with respect to the Merger, shall be delivered for filing with the Secretary of State of the State of Delaware. This Merger Agreement, or Articles of Merger setting forth the information required by, and otherwise in compliance with, Article 5.16 of the Texas Business Corporation Act with respect to the Merger, shall be delivered for filing with the Secretary of State of the State of Texas. The Merger shall become effective upon the later of (i) the day and at the time the Secretary of State of the State of Delaware files such Certificate of Ownership and Merger, and (ii) the day and at the time the Secretary of State of the State of Texas files such Articles of Merger (the time of such effectiveness is herein called the "Effective Time"). Notwithstanding the foregoing, by action of its Board of Directors, either of NewSub2 or AssetCo may terminate this Merger Agreement at any time prior to the filing of the Certificate of Ownership and Merger with respect to the Merger with Secretary of State of the State of Delaware and the Articles of Merger with respect to the Merger with Secretary of State of the State of Texas.

  • Consummation of Merger The parties hereto expressly acknowledge that the consummation of the transactions hereunder is subject to consummation of the Merger. Nothing herein shall be construed to require Seller to consummate the Merger or take steps in furtherance thereof.

  • Bank Merger Concurrently with the Merger, Beneficial Bank, will merge with and into WSFS Bank, with WSFS Bank as the Surviving Bank. Following the Bank Merger, the separate existence of Beneficial Bank shall terminate. The Parties agree that the Bank Merger shall become effective concurrently with the Merger. The Bank Merger shall be implemented pursuant to a subsidiary plan of merger, in the form of Exhibit D (the “Subsidiary Plan of Merger”). In order to obtain the necessary regulatory approvals for the Bank Merger, the Parties shall cause the following to be accomplished prior to the filing of applications for regulatory approval of the Bank Merger: (i) Beneficial shall cause the board of directors of Beneficial Bank to approve the Subsidiary Plan of Merger, Beneficial, as the sole stockholder of Beneficial Bank, shall approve the Subsidiary Plan of Merger and Beneficial shall cause the Subsidiary Plan of Merger to be duly executed by Beneficial Bank and delivered to WSFS and (ii) WSFS shall cause the board of directors of WSFS Bank to approve the Subsidiary Plan of Merger, WSFS, as the sole stockholder of WSFS Bank, shall approve the Subsidiary Plan of Merger and WSFS shall cause the Subsidiary Plan of Merger to be duly executed by WSFS Bank and delivered to Beneficial. Prior to the Effective Time, Beneficial shall cause Beneficial Bank, and WSFS shall cause WSFS Bank, to execute and file applicable articles or certificates of merger, and such other documents and certificates as are necessary to make the Bank Merger effective concurrently with the Merger.

  • The Merger Closing Upon the terms and subject to the conditions of this Agreement, the closing (the "Closing") of the Merger shall take place at 10:00 A.M., on the third business day after the fulfillment of the conditions specified in Sections 6.02 and 7.02 hereof, at the offices of Squadron, Ellenoff, Plesent & Xxxxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other time, date and place as may be agreed upon in writing by Parent and MGI. The date on which the Closing shall take place is referred to as the "Closing Date" and the time on the Closing Date when the Closing shall take place is referred to as the "Closing Time," MGI, Parent and Acquisition shall use their respective best efforts to cause the Merger to be consummated at the earliest practicable time after consummation of the Offer.

  • Effective Time of the Merger Subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware, as provided in the DGCL, as soon as practicable on or after the Closing Date. The Merger shall become effective upon such filing or at such time thereafter as is provided in the Certificate of Merger as the Company and Sub shall agree (the "Effective Time").

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