The Merger Filing Sample Clauses

The Merger Filing. The "Merger Filing" shall mean the filing of the Articles of Merger with the Corporation Commission of State of the State of Arizona. To facilitate the Merger Filing, the parties shall execute and acknowledge the Articles of Merger in accordance with the laws of the State of Arizona prior to the Closing Date and the Company shall deliver the executed Articles of Merger to counsel for Parent. Subject to the satisfaction or waiver of each of the conditions set forth in Sections 8 and 9, counsel for Parent shall file the Articles of Merger on the Closing Date upon the delivery by each party of all items required to be delivered by this Agreement and immediately upon receipt of telephonic authorization from representatives of Parent and the Company.
Sample 1
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The Merger Filing. The "Merger Filing" shall mean the filing of the Certificate of Merger with the Secretary of State of the State of Delaware. To facilitate the Merger Filing, the parties shall execute and acknowledge the Certificate of Merger in accordance with the laws of the State of Delaware prior to the Closing Date and the Company shall deliver the executed Certificate of Merger to counsel for Parent. Subject to the satisfaction or waiver of each of the conditions set forth in Sections 8 and 9, counsel for Parent shall file the Certificate of Merger on the Closing Date upon the delivery by each party of all items required to be delivered by this Agreement and immediately upon receipt of telephonic authorization from representatives of Parent and the Company.
Sample 1
The Merger Filing. The "Merger Filing" shall mean the filing of the Certificate of Merger with the Secretary of State of the State of California. To facilitate the Merger Filing, the parties shall execute and acknowledge the Certificate of Merger in accordance with the laws of the State of California prior to the Closing Date and the Company shall deliver the executed Certificate of Merger to counsel for Parent. Such counsel shall file the Certificate of Merger on the Closing Date immediately upon receipt of telephonic
Sample 1
The Merger Filing. The “Merger Filing” shall mean the filing of the Articles of Merger with the Secretary of State of the State of Minnesota. To facilitate the Merger Filing, the parties shall execute and acknowledge the Articles of Merger and any other required documents in accordance with the laws of the State of Minnesota prior to the Closing Date and the Company shall deliver the executed Articles of Merger and other required documents to counsel for Parent. Such counsel shall file the Articles of Merger on the Closing Date immediately upon receipt of telephonic authorization from representatives of Parent and the Company. On the Closing Date, representatives of the parties shall meet at the offices of Xxxxxxxxx Xxxxxxxx Xxxxx & Xxxxx LLP at 0000 00xx Xxxxxx, Xxxxx Xxxxxx, Xxxxxxxxxx, unless otherwise agreed to by the parties, for the purpose of delivering the documents described in Sections 4.4 through 4.6, and subject to the satisfaction or waiver of each of the conditions set forth in Sections 8 and 9, causing the Merger Filing to occur.
Sample 1
The Merger Filing. The "Merger Filing" shall mean the filing of the Certificate of Merger with the Secretary of State of the State of Delaware. To facilitate the Merger Filing, the parties shall execute and acknowledge the Certificate of Merger in accordance with the laws of the State of Delaware prior to the Closing Date and the Company shall deliver the executed Certificate of Merger to counsel for Parent. Such counsel shall file the Certificate of Merger on the Closing Date immediately upon receipt of telephonic authorization from representatives of Parent and the Company. On the Closing Date, representatives of the parties shall meet at the offices of Sidley & Austin at 555 Xxxx 0xx Xxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx, xxr the purpose of delivering the documents described in Sections 4.6 through 4.8, and subject to the satisfaction or waiver of each of the conditions set forth in Sections 9 and 10, causing the Merger Filing to occur.
Sample 1

Related to The Merger Filing

  • 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 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.

  • 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.

  • Merger of Merger Sub into the Company Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time (as defined in Section 1.3), Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The Company will continue as the surviving corporation in the Merger (the "Surviving Corporation").

  • Preparation of the Proxy Statement; Stockholders Meeting (a) As promptly as reasonably practicable, and in any event within 30 Business Days following the date of this Agreement, the Company will prepare and cause to be filed with the SEC a preliminary proxy statement (together with any amendments or supplements thereto, the “Proxy Statement”) to be sent to holders of shares of Company Common Stock (the “Company Stockholders”) relating to the meeting of Company Stockholders (the “Company Stockholder Meeting”) to be held for the purpose of considering and taking action on the adoption of this Agreement. The Acquirer Parties will furnish all information concerning the Acquirer Parties and their Affiliates to the Company, and provide such other assistance, as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement. The Company will promptly notify Parent upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Proxy Statement, and will provide Parent with copies of all correspondence between it and its representatives, on the one hand, and the SEC, on the other hand. The Company will use its reasonable best efforts to resolve as promptly as reasonably practicable any comments from the SEC with respect to the Proxy Statement. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company will (i) provide Parent with a reasonable opportunity to review and comment on the Proxy Statement or response (including the proposed final version of the Proxy Statement or response), (ii) consider in good faith all comments reasonably proposed by Parent, and (iii) except in connection with any Company Adverse Recommendation Change, not file or mail such document or respond to the SEC prior to receiving the approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed.

  • HSR Filing To the extent the Merger is a transaction subject to the filing requirements of the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, the Company shall use its reasonable best efforts to (a) file all information required to be filed by it pursuant to such act and (b) provide UniCapital with all information reasonably requested and required by it to satisfy any filing requirements it may have under such act.

  • Articles of Merger The parties agree that, as soon as practicable after satisfaction of all conditions to the Merger, they will jointly file executed Articles of Merger with the Department and make all other filings or recordings required by Maryland law in connection with the Merger.

  • Approval of Merger The Merger shall be governed by Section 251(h) of the DGCL and shall be effected by Parent, Merger Sub and the Company as soon as practicable following the consummation of the Offer, without a vote of the stockholders of the Company, pursuant to Section 251(h) of the DGCL.

  • Certificate of Merger Upon the required approval by the General Partner and the Unitholders of a Merger Agreement, a certificate of merger shall be executed and filed with the Secretary of State of the State of Delaware in conformity with the requirements of the Delaware Act.

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