Certificate of Merger: Articles of Merger Sample Clauses

Certificate of Merger: Articles of Merger. Subject to the terms and conditions of this Agreement, at or before the Closing, the Company and the LLC shall, to the extent required, execute and deliver the Certificate or Merger and Articles of Merger. Within two (2) days after the Closing, the parties shall deliver the Certificate or Merger and the Articles of Merger, together with the filing fees, to the Texas Secretary of State and the Nevada Secretary of State, respectively, for filing.
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Certificate of Merger: Articles of Merger. A Certificate of Merger complying with applicable Delaware Law, and Articles of Merger, complying with applicable Nevada Law, each in form and substance satisfactory to Parent and Company, shall have been approved by the boards of directors and shareholders of and executed by the officers of the parties hereto, as may be required pursuant to applicable Delaware Law and applicable Nevada Law.
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Related to Certificate of Merger: Articles of Merger

  • 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.

  • 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.

  • Certificate of Merger or Conversion Upon the required approval by the Manager of a Merger Agreement or a Plan of Conversion, as the case may be, a certificate of merger or certificate of conversion, as applicable, shall be executed and filed with the Secretary of State of the State of Delaware in conformity with the requirements of the Delaware Act.

  • Terms of Merger 2 2.1 Charter ....................................................... 2 2.2 Bylaws ........................................................ 2 2.3

  • 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").

  • Effects of Merger The Merger shall have the effects set forth in Section 259 of the DGCL.

  • 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.

  • Effect of Merger (a) At the effective time of the certificate of merger:

  • Secretary of State The Secretary of State of the State of Delaware.

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