Company Certificate of Merger definition

Company Certificate of Merger has the meaning set forth in Section 3.2 hereof.

Company Certificate of Merger means one or more certificates of merger with respect to the Merger, containing the provisions required by, and executed in accordance with, the DGCL.

Company Certificate of Merger is defined in Section 2.03 of the Agreement.

Examples of Company Certificate of Merger in a sentence

• The mortality assumptions sufficiently accommodate anticipated future mortality improvements.

• The Company Certificate of Merger shall provide that the Company Merger shall only be effective upon consummation of the Parent Merger.

• At the Company Merger Effective Time, the effects of the Company Merger shall be as provided in this Agreement, the DLLCA, the DGCL and the Company Certificate of Merger.

• The Company Merger shall become effective at such time as the Company Certificate of Merger is duly filed with the Secretary of State of the State of Delaware or at such other time as Buyer and the Company shall agree in writing and shall specify in the Company Certificate of Merger (the time the Company Merger becomes effective being the “Company Merger Effective Time”).

• The Company Merger shall become effective upon the later of the time of filing of the Company Certificate of Merger with the DSOS, or such later time which the parties hereto shall have agreed upon and designated in such filings in accordance with the DGCL as the effective time of the Company Merger but not to exceed ninety (90) days after the filing date of the Company Certificate of Merger with the DSOS.

• The Company Merger shall become effective upon the filing of the Company Certificate of Merger with the Office of the Secretary of State of the State of Delaware (the “Company Merger Effective Time”), or at such later time as shall be agreed upon by Parent and the Company and specified therein.

• The Company Merger shall have the effects provided in this Agreement and the Articles of Merger (as defined below) and the Company Certificate of Merger (as defined below), and as specified in the applicable provisions of the MGCL and the DLLCA.

• Except for the Company Stockholder Approval at the Company Stockholders Meeting, or any adjournment or postponement thereof, no other corporate proceedings on the part of the Company are necessary to authorize or adopt this Agreement or to consummate the Mergers and the other transactions contemplated by this Agreement (except for the filing of the Company Certificate of Merger and the Parent Certificate of Merger with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL).

• When used in this Agreement, the term "Lion Effective Time" means the date and time on which the Lion Certificate of Merger is so filed, and the term "Effective Time" means the date and time on which both the Lion Certificate of Merger and the Company Certificate of Merger are so filed or such later time as the parties shall designate therein.

• The Company Merger shall have the effects provided in this Agreement, the Company Articles of Merger (as defined below) and the Company Certificate of Merger (as defined below), and as specified in the applicable provisions of the MGCL and the DLLCA.

More Definitions of Company Certificate of Merger

Company Certificate of Merger has the meaning set forth in Section 2.2.

Company Certificate of Merger means the Certificate of Merger in the form attached hereto as Exhibit A-1.

Company Certificate of Merger means one or more certificates of merger with respect to the Merger, containing the provisions required by, and executed in accordance with, the DGCL. “Company Common Shares” is defined in the Recitals. “Company Data Room” is defined in Section 4.8(b) . “Company Disclosure Letter” is defined in Article III. “Company Employee” is defined in Section 5.9(a) . “Company Employee Benefit Plan” is defined in Section 3.12(a) . “Company Equity Plans” is defined in Section 2.7(a) . “Company Financial Advisors” is defined in Section 3.20. “Company Intellectual Property Rights” is defined in Section 3.14(b) . “Company Material Adverse Effect” means any change, event, development or effect that has a material adverse effect on the business, assets, continuing results of operations or financial condition of the Company and the Company Subsidiaries, taken as a whole; pro- vided, however, that no change or effect resulting from any of the following shall constitute, or be taken into account in determining whether there is or has been, a Company Material Adverse Effect: (i) changes in conditions affecting the real estate industry gen- erally, the United States of America or the global economy; (ii) general political, economic or business conditions or changes therein (including the commencement, continuation or escalation of a war, material armed hostilities or other material international or national calamity or acts of terrorism or earthquakes, hurricanes, other natural disasters or acts of God);