Merger Articles definition

Merger Articles means the Certificate of Merger with respect to the Merger, as described in Section 2.1.
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Merger Articles shall have the meaning set forth in Section 1.2.
Sample 1
Merger Articles shall have the meaning set forth in Section 1.2. "Merger Consideration" shall have the meaning set forth in Section 2.1(d). "Motorola Common Stock" shall have the meaning set forth in Section 2.1(a)(ii). "Motorola Financial Statements" shall have the meaning set forth in Section 4.5. "Nondisclosure Agreement" shall have the meaning set forth in Section 10.3(b). "Person" shall mean any individual, Entity or Governmental Body. "Proprietary Asset" shall mean: (a) any patent, patent application, trademark (whether registered or unregistered), trademark application, trade name, fictitious business name, service xxxx (whether registered or unregistered), service xxxx application, copyright (whether registered or unregistered), copyright application, maskwork, maskwork application, trade secret, logo, technical data, customer list, industrial design or registration, know-how, customer list, franchise, system, computer software (including any source code, object code, firmware, development tools, files, records and data and all media on which any of the foregoing are recorded), computer program, invention, design, blueprint, engineering drawing, proprietary product, technology, proprietary right or other intellectual property right or intangible asset; and (b) any right to use or exploit any of the foregoing and all extensions, renewals and revisions of any of the foregoing and any and all documents relating to the foregoing. "Proxy Statement" shall have the meaning set forth in Section 5.8. "Receiving Party" shall have the meaning set forth in Section 7.1. "Registered Intellectual Property" shall have the meaning set forth in Section 3.8(b). "Registration Statement" shall have the meaning set forth in Section 5.8. "Release" shall have the meaning set forth in Section 3.21. "SEC" shall mean the Securities and Exchange Commission. A1-44
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Examples of Merger Articles in a sentence

  • A copy of the Company’s Agreement of Consolidation of Merger (Articles of Incorporation) is on file with the APSC and is hereby incorporated by reference.

  • The Merger shall be effective when properly executed Articles of Merger ("Articles of Merger") are duly filed by the Secretary of State of the State of Nevada and a properly executed certificate of merger ("Certificate of Merger") is duly filed with the Secretary of State of the State of Delaware, which filings shall be made as soon as practicable following the Closing (as hereinafter defined), and provided that this Agreement has not been terminated or abandoned pursuant to Article X hereof.

  • Assuming no more than 825,000 Ordinary Shares (excluding shares owned by FWAC Holdings) shall have been validly tendered and not validly withdrawn in the Tender Offer in accordance with Section 6.5(a), no other action on the part of Parent’s shareholders is required to consummate the Merger and upon consummation of the Merger, Articles 11.2.2 and 24.1 through 24.7 of Parent’s Charter shall no longer be applicable.

  • The Parties shall cause the Merger to be consummated by filing Articles of Merger ("Articles of Merger") with the Secretary of State of the State of Nevada in accordance with the relevant provisions of the Nevada Statutes.

  • At or prior to the Closing, subject to the provisions of this Agreement, Sirius Sub and Sirius LP will cause a certificate of merger (the “Sirius LP Merger Articles of Merger”) executed in accordance with the relevant provisions of the Organizational Documents of Sirius Sub and Sirius LP and the DLLCA and DLPA, to be duly filed with the Secretary of State of the State of Delaware.

  • Based solely on the Articles, the Merger Articles, the Bylaws and the Good Standing Certificate, the Company is a corporation validly existing and in good standing under the laws of the State of Nevada.

  • Upon the filing of the Articles of Merger, Articles of Amendment shall be filed with the Massachusetts Secretary of the Commonwealth to effect the foregoing provisions of this Section 2.07.

  • Each Internalization Merger shall become effective upon the time the last of the Internalization Merger Articles of Merger have been accepted for record by the Secretary of State of the State of Delaware, or such later time which the Parties shall have agreed upon and designated in an Internalization Merger Articles of Merger in accordance with the DLLC Act as the effective time of the Internalization Mergers (the “Effective Time”).

  • The parties hereto shall cause Articles of Merger ("Articles of Merger") to be properly executed and filed on the Closing Date (as hereinafter defined) with the Secretary of State of the State of Tennessee pursuant to the TBCA.

  • Sky Merger has delivered to Prime complete and correct copies of the Sky Merger Articles of Incorporation (the "Sky Merger Articles of Incorporation") and the Sky Merger Bylaws (the "Sky Merger Bylaws"), in each case, as amended or supplemented to the date of this Agreement.

Related to Merger Articles

  • Company Articles means the Articles of Incorporation of the Company, as amended.

  • these Articles means these articles of association as altered from time to time and the expression “this article” shall be construed accordingly;

  • the Articles means these Articles of Association of the Academy Trust;

  • Model Articles means the model articles for private companies limited by shares contained in Schedule 1 of the Companies (Model Articles) Regulations 2008 (SI 2008/3229) as amended prior to the adoption of these articles;

  • Single-service articles means cups, containers, lids, closures, plates, knives, forks, spoons, stirrers, paddles, straws, napkins, wrapping materials, toothpicks, and similar articles intended for one-time, one-person use and then discarded.

  • Restated Articles means the Amended and Restated Memorandum and Articles of Association of the Company.

  • Memorandum and Articles means the Memorandum and Articles of Association of the Company in effect from time to time.

  • Merger Sub 1 has the meaning set forth in the Preamble.

  • Merger Sub 2 shall have the meaning given in the Recitals hereto.

  • Amended Articles means the amended articles of JMB, reflecting the alterations to the Original Articles as provided for in the Plan, substantially in the form attached as Schedule “A” to the Plan;

  • Articles of Arrangement means the articles of arrangement of the Company in respect of the Arrangement required by the OBCA to be sent to the Director after the Final Order is made, which shall include the Plan of Arrangement and otherwise be in a form and content satisfactory to the Company and the Purchaser, each acting reasonably.

  • Company Bylaws means the Amended and Restated Bylaws of the Company as in effect on the date hereof.

  • Merger Sub I has the meaning set forth in the Preamble.

  • Merger Sub Board means the board of directors of Merger Sub.

  • Articles means these articles of association of the Company.

  • Certificate of Arrangement means the certificate of arrangement to be issued by the Director pursuant to subsection 192(7) of the CBCA in respect of the Articles of Arrangement.

  • Company Charter means the certificate of incorporation of the Company, as amended.

  • Company Certificate of Incorporation means the certificate of incorporation of the Company.

  • Parent Bylaws means the bylaws of Parent, as amended.

  • Memorandum and Articles of Association means the Memorandum and Articles of Association of the Company, as the same may be amended from time to time.

  • Company Charter Documents means the Company’s certificate of incorporation and bylaws, each as amended to the date of this Agreement.

  • Restated Certificate of Incorporation means the Restated Certificate of Incorporation of the Company, as amended.

  • Merger Sub II has the meaning set forth in the Preamble.

  • Merger Sub Common Stock means the common stock, par value $0.01 per share, of Merger Sub.

  • First Merger shall have the meaning given in the Recitals hereto.

  • Company Merger shall have the meaning given in the Recitals.