Reincorporation Effective Time. The Reincorporation Merger shall become effective in accordance with a Plan of Merger (which Plan of Merger shall be prepared by Company promptly following the date of this Agreement and shall be consistent with this Agreement and the VSCA and reasonably satisfactory to Parent) on the Closing Date (as defined in Section 11.1) at the time that is specified in the certificate of merger relating to the Reincorporation Merger issued by the Virginia State Corporation Commission and upon the issuance of the certificate of merger by the Secretary of State of the State of Delaware (the “Reincorporation Effective Time”).
Reincorporation Effective Time. Prior to the Closing, Parent and the Company shall prepare, and on the Closing Date, the New York Company shall file with the Secretary of State of the State of Delaware and the New York Department of State, certificates of merger and other appropriate documents executed in accordance with the relevant provisions of the DGCL and the NYBCL and shall make all other filings or recordings required under the DGCL and the NYBCL to effect the Reincorporation Merger. The Reincorporation Merger shall become effective in accordance with the agreement and plan of merger set forth in Exhibit B (the “Plan of Merger”) hereto on the Closing Date at such time as the certificates of merger are duly filed with the Secretary of State of the State of Delaware and the New York Department of State, or at such other time as Parent and the Company shall agree and specify in the certificates of merger (the time the Reincorporation Merger becomes effective being the “Reincorporation Effective Time”).
Reincorporation Effective Time. Following the satisfaction or waiver (by the applicable party) of the closing conditions set forth in Section 10 (except for Section 10.1(c) and such conditions to be performed at Closing), the Parent hereto shall cause the Reincorporation Merger to be consummated one Business Day before the Closing Date by filing the plan of merger (“Plan of Reincorporation Merger”) (and other documents required by BVI Law and Cayman Law) with the Registrar of Corporate Affairs in the British Virgin Islands and the Registrar of Companies in the Cayman Islands, in accordance with the relevant provisions of BVI Law and Cayman Law (the time of such filings, or such later time as specified in the Plan of Reincorporation Merger, being the “Reincorporation Effective Time”).
Reincorporation Effective Time. The Parent and the Purchaser shall cause the Reincorporation Merger to be consummated by filing the articles of merger (the “Articles of Merger”) and the plan of merger (the “BVI Plan of Merger”) (and other documents required by BVI Law) with the Registrar of Corporate Affairs in the British Virgin Islands, in accordance with the relevant provisions of BVI Law (the time of such filings, or such later time, not exceeding 30 days, as specified in the Articles of Merger, being the “Reincorporation Effective Time”).
Reincorporation Effective Time. 1 1.3 Effects of the Reincorporation Merger....................... 1 1.4 Conversion of Lycos Common Stock............................ 1 1.5 Options..................................................... 2 1.6
Reincorporation Effective Time. The parties hereto shall cause the Reincorporation Merger to be consummated concurrently with the Acquisition Merger by filing the plan of merger (and other documents required by Delaware Law and Cayman Law) with the Registrar of Companies in the Cayman Islands, in accordance with the relevant provisions of Delaware Law and Cayman Law (the time of such filings, or such later time as specified in the plan of merger, being the “Reincorporation Effective Time”).
Reincorporation Effective Time. The parties hereto shall cause the Reincorporation Merger to be consummated immediately prior to the Acquisition Merger by filing or registering the articles or certificate of merger in the form attached as Exhibit D (the “Plan of Merger”) (and other documents required by Delaware Law and BVI Law) with the Secretary of State of the State of Delaware and Registrar of Corporate Affairs in the British Virgin Islands (and other authorities required by Delaware Law and BVI Law), in accordance with the relevant provisions of Delaware Law and BVI Law (the time of such filings, with the Secretary of State of the State of Delaware or such later time as specified in the articles or Plan of Merger, being the “Reincorporation Effective Time”).
Reincorporation Effective Time. The parties hereto shall cause the Reincorporation Merger to be consummated by filing a certificate of merger (the “Reincorporation Merger Certificate”) with the Secretary of State of the State of Delaware, in accordance with the relevant provisions of the DGCL, and filing a plan of merger (the “Reincorporation Plan of Merger”) (and other documents required by the Cayman Companies Act) with the Registrar of Companies of the Cayman Islands (the “Cayman Registrar”), in accordance with the relevant provisions of the Cayman Companies Act. The effective time of the Reincorporation Merger shall be the later of the acceptance of the Reincorporation Merger Certificate and the time that Reincorporation Plan of Merger is duly registered by the Cayman Registrar, or such later time as specified in the Reincorporation Merger Certificate and Reincorporation Plan of Merger, being the “Reincorporation Effective Time”.
Reincorporation Effective Time. Following the satisfaction or waiver (by the applicable party) of the closing conditions set forth in Article X (except for Section 10.1(c) and such conditions to be performed at Closing), Parent shall cause the Reincorporation Merger to be consummated by filing the articles of merger (the (“Articles of Reincorporation Merger”) and the plan of merger (“Plan of Reincorporation Merger”) (and other documents required by the Companies Act and BVI Law) with the Registrar of Corporate Affairs in the British Virgin Islands three Business Days before the Closing Date for registration, in accordance with the relevant provisions of the Companies Act and BVI Law (the time and date of such registration by the Registrar of Corporate Affairs, or such later time not exceeding 30 days, as specified in the Articles of Reincorporation Merger, being the “Reincorporation Effective Time”).
Reincorporation Effective Time. Following the satisfaction or waiver (by the applicable party) of the closing conditions set forth in Section 10 (except for such conditions to be performed at Closing), the Parent shall cause the Reincorporation Merger to be consummated one Business Day before the Closing Date by filing the plan of merger (“Plan of Reincorporation Merger”) (and such other documents as required by Cayman Law, collectively with Plan of Incorporation Merger, the “CRPM”) with the Registrar of Companies in the Cayman Islands, in accordance with the relevant provisions of Cayman Law (the time when the Plan of Reincorporation Merger is registered by the Registrar of Companies in the Cayman Islands, or such later time as specified in the Plan of Reincorporation Merger (being not later than the 90th day after registration of the Plan of Reincorporation Merger by the Registrar of Companies of the Cayman Islands), being the “Reincorporation Effective Time”).
