Corporate Acts and Proceedings. The execution, delivery and performance of this Agreement and the Certificate of Merger (together, the “Merger Documents”) have been duly authorized by the Board of Directors of the Company and have been approved by the requisite vote of the Stockholders, and all of the corporate acts and other proceedings required for the due and valid authorization, execution, delivery and performance of the Merger Documents and the consummation of the Merger have been validly and appropriately taken, except for the filings referred to in Section 1.02.
Appears in 11 contracts
Samples: Agreement of Merger and Plan of Reorganization (Active With Me Inc.), Agreement of Merger and Plan of Reorganization (Be Active Holdings, Inc.), Agreement of Merger and Plan of Reorganization (Stratex Oil & Gas Holdings, Inc.)
Corporate Acts and Proceedings. The execution, delivery and performance of this Agreement and the Certificate of Merger (together, the “Merger Documents”) have been duly authorized by the Board of Directors of the Company and have been approved by the requisite vote of the Stockholders, and all of the corporate acts and other proceedings required for the due and valid authorization, execution, delivery and performance of the Merger Documents and the consummation of the Merger have been validly and appropriately taken, except for the filings filing referred to in Section 1.021.2.
Appears in 7 contracts
Samples: Agreement of Merger And (Spatializer Audio Laboratories Inc), Agreement of Merger And (Agronix Inc), Agreement of Merger And (Windy Creek Developments, Inc.)
Corporate Acts and Proceedings. The execution, delivery and performance of this Agreement and the Certificate of Merger (together, the “Merger Documents”) have been duly authorized by the Board of Directors of the Company and have been approved by the requisite vote of the Stockholders, and all of the corporate acts and other proceedings required for the due and valid authorization, execution, delivery and performance of the Merger Documents and the consummation of the Merger have been validly and appropriately taken, except for the filings referred to in Section 1.02.
Appears in 6 contracts
Samples: Agreement of Merger and Plan of Reorganization, Agreement of Merger and Plan of Reorganization (Cinjet Inc), Agreement of Merger And (SSTL, Inc.)
Corporate Acts and Proceedings. The execution, delivery and performance of this Agreement Agreement, the Certificate of Merger and the Certificate Articles of Merger (together, the “Merger Documents”) have been duly authorized by the Board of Directors of the Company and have been approved by the requisite vote of the Stockholders, and all of the corporate acts and other proceedings required for the due and valid authorization, execution, delivery and performance of the Merger Documents and the consummation of the Merger have been validly and appropriately taken, except for the filings referred to in Section 1.02.
Appears in 5 contracts
Samples: Agreement of Merger and Plan of Reorganization (Bullfrog Gold Corp.), Agreement of Merger and Plan of Reorganization (Bullfrog Gold Corp.), Agreement of Merger and Plan of Reorganization (Transdel Pharmaceuticals Inc)
Corporate Acts and Proceedings. The execution, delivery and performance of this Agreement and the Certificate of Merger (together, the “Merger Documents”) have been duly authorized by the Board of Directors of the Company and have been approved by the requisite vote of the Stockholders, and all of the corporate acts and other proceedings required for the due and valid authorization, execution, delivery and performance of the Merger Documents and the consummation of the Merger have been validly and appropriately taken, except for the filings filing of the Certificate of Merger referred to in Section 1.021.2.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Powerverde, Inc.), Agreement and Plan of Merger (Trunity Holdings, Inc.), Agreement and Plan of Merger (Vyrex Corp)
Corporate Acts and Proceedings. The execution, delivery and performance of this Agreement and the Certificate of Merger (together, the “"Merger Documents”") have been duly authorized by the Board of Directors of the Company and have been approved by the requisite vote of the Stockholders, and all of the corporate acts and other proceedings required for the due and valid authorization, execution, delivery and performance of the Merger Documents and the consummation of the Merger have been validly and appropriately taken, except for the filings filing referred to in Section 1.021.2.
Appears in 4 contracts
Samples: Agreement of Merger and Plan of Reorganization (Lions Gate Investment LTD), Agreement of Merger and Plan of Reorganization (Lions Gate Investment LTD), Agreement of Merger and Plan of Reorganization (Lions Gate Investment LTD)
Corporate Acts and Proceedings. The execution, delivery and performance of this Agreement and Agreement, the Certificate of Merger and any other agreements delivered in connection herewith (together, the “Merger Documents”) have been duly authorized by the Board board of Directors directors of the Company and have been approved by the requisite vote of the Stockholders, and all of the corporate acts and other proceedings required for the due and valid authorization, execution, delivery and performance of the Merger Documents and the consummation of the Merger have been validly and appropriately taken, except for the filings referred to filing referenced in Section 1.021.2.
Appears in 3 contracts
Samples: Agreement of Merger And (CURAXIS PHARMACEUTICAL Corp), Agreement of Merger And (Auto Search Cars, Inc.), Agreement of Merger And (Auto Search Cars, Inc.)
Corporate Acts and Proceedings. The execution, delivery and performance of this Agreement and the Certificate of Merger (together, the “Merger Documents”) have been duly authorized by the Board of Directors of the Company and have been approved by the requisite vote of the StockholdersShareholders, and all of the corporate acts and other proceedings required for the due and valid authorization, execution, delivery and performance of the Merger Documents and the consummation of the Merger have been validly and appropriately taken, except for the filings filing referred to in Section 1.021.2.
Appears in 3 contracts
Samples: Agreement of Merger And (Convention All Holdings Inc), Agreement of Merger And (Odyne Corp), Agreement and Plan of Merger (Flex Resources Co. LTD)
Corporate Acts and Proceedings. The execution, delivery and performance of this Agreement and the Certificate of Merger (together, the “"Merger Documents”") have been duly authorized by the Board of Directors of the Company and have been approved by the requisite vote of the Stockholders, and all of the corporate acts and other proceedings required for the due and valid authorization, execution, delivery and performance of the Merger Documents and the consummation of the Merger have been validly and appropriately taken, except for the filings referred to in Section 1.021.2.
Appears in 3 contracts
Samples: Agreement of Merger and Plan (Towerstream Corp), Agreement of Merger and Plan (Fairview Energy Corporation, Inc.), Handheld Entertainment, Inc.
Corporate Acts and Proceedings. The execution, delivery and performance of this Agreement and the Certificate of Merger (together, the “Merger Documents”"MERGER DOCUMENTS") have been duly authorized by the Board of Directors of the Company and have been approved by the requisite vote of the Stockholders, and all of the corporate acts and other proceedings required for the due and valid authorization, execution, delivery and performance of the Merger Documents and the consummation of the Merger have been validly and appropriately taken, except for the filings filing referred to in Section 1.021.2.
Appears in 3 contracts
Samples: Agreement of Merger and Plan of Reorganization (Chubasco Resources Corp.), Agreement of Merger and Plan (Medallion Crest Management Inc), Agreement of Merger and Plan (Darwin Resources Corp.)
Corporate Acts and Proceedings. The execution, delivery and performance of this Agreement and the Certificate of Merger (together, the “Merger Documents”) have been duly authorized by the Board of Directors of the Company and have been approved by the requisite vote of the Stockholders, and all of the corporate acts and other proceedings required for the due and valid authorization, execution, delivery and performance of the Merger Documents and the consummation of the Merger have been validly and appropriately taken, except for the filings referred to in Section 1.021.2.
Appears in 3 contracts
Samples: Agreement of Merger And (Fitness Xpress Software Inc.), Agreement of Merger and Plan of Reorganization (Broadcaster Inc), Agreement of Merger And (Farrier Resources Corp)
Corporate Acts and Proceedings. The execution, delivery and performance of this Agreement and the Certificate Statement of Merger (together, the “Merger Documents”) have been duly authorized by the Board of Directors of the Company and have been approved by the requisite vote of the Stockholders, and all of the corporate acts and other proceedings required for the due and valid authorization, execution, delivery and performance of the Merger Documents and the consummation of the Merger have been validly and appropriately taken, except for the filings filing of the Statement of Merger referred to in Section 1.021.2.
Appears in 2 contracts
Samples: Agreement of Merger and Plan of Reorganization (LG Holding Corp), Agreement of Merger And (Across America Financial Services, Inc.)
Corporate Acts and Proceedings. The execution, delivery and performance of this Agreement and the Certificate of Merger (together, the “"Merger Documents”") have been duly authorized by the Board of Directors of the Company and have been approved by the requisite vote of the Stockholders, and all of the corporate acts and other proceedings required for the due and valid authorization, execution, delivery and performance of the Merger Documents and the consummation of the Merger have been validly and appropriately taken, except for the filings filing of the Certificate of Merger referred to in Section 1.021.2.
Appears in 2 contracts
Samples: Agreement of Merger and Plan (Zen Pottery Equipment Inc), Agreement of Merger and Plan (Birch Branch Inc)
Corporate Acts and Proceedings. The execution, delivery and performance of this Agreement and the Certificate of Merger (together, the “Merger Documents”"MERGER DOCUMENTS") have been duly authorized by the Board of Directors of the Company and have been approved by the requisite vote of the Stockholders, and all of the corporate acts and other proceedings required for the due and valid authorization, execution, delivery and performance of the Merger Documents and the consummation of the Merger have been validly and appropriately taken, except for the filings referred to in Section 1.021.2.
Appears in 2 contracts
Samples: Agreement of Merger and Plan (Edgemont Resources Corp), Northern Way Resources, Inc.
Corporate Acts and Proceedings. The execution, delivery and performance of this Agreement and the Certificate of Merger (together, the “Merger Documents”) have been duly authorized by the Board of Directors of the Company and and, as of the Closing, shall have been approved by the requisite vote of the Stockholders, and all of the corporate acts and other proceedings required for the due and valid authorization, execution, delivery and performance of the Merger Documents and the consummation of the Merger have been validly and appropriately taken, except for taken or will have been taken at or prior to the filings referred to in Section 1.02Closing.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (NewGen BioPharma Corp.), Agreement and Plan of Merger
Corporate Acts and Proceedings. The execution, delivery and performance of this Agreement and the Certificate of Merger (together, the “"Merger Documents”") have been duly authorized by the Board of Directors of the Company and have been approved by the requisite vote of the StockholdersShareholders, and all of the corporate acts and other proceedings required for the due and valid authorization, execution, delivery and performance of the Merger Documents and the consummation of the Merger have been validly and appropriately taken, except for the filings filing referred to in Section 1.021.2.
Appears in 2 contracts
Samples: Agreement of Merger and Plan (Wildon Productions Inc), Agreement of Merger and Plan (Quality Exchange Inc)
Corporate Acts and Proceedings. The execution, delivery and performance of this Agreement and the Certificate of Merger (together, the “Merger Documents”) have been duly authorized by the Board of Directors of the Company and have been approved by the requisite vote of the StockholdersCAN, and all of the corporate acts and other proceedings required for the due and valid authorization, execution, delivery and performance of the Merger Documents and the consummation of the Merger have been validly and appropriately taken, except for the filings referred to in Section 1.02.
Appears in 2 contracts
Samples: Agreement of Merger and Plan of Reorganization (interCLICK, Inc.), Agreement of Merger and Plan of Reorganization (Heavy Metal, Inc.)
Corporate Acts and Proceedings. The execution, delivery and performance of this Agreement Agreement, the Statement of Merger and the Certificate Articles of Merger (together, the “Merger Documents”) have been duly authorized by the Board of Directors of the Company and have been approved by the requisite vote of the Stockholders, and all of the corporate acts and other proceedings required for the due and valid authorization, execution, delivery and performance of the Merger Documents and the consummation of the Merger have been validly and appropriately taken, except for the filings referred to in Section 1.02.
Appears in 1 contract
Samples: Agreement of Merger and Plan of Reorganization (Progressive Training, Inc.)
Corporate Acts and Proceedings. The execution, delivery and performance of this Agreement Agreement, the DE-Certificate of Merger and the Certificate CA-Agreement of Merger (together, the “Merger Documents”) have been duly authorized by the Board of Directors of the Company and have been approved by the requisite vote of the Stockholders, and all of the corporate acts and other proceedings required for the due and valid authorization, execution, delivery and performance of the Merger Documents and the consummation of the Merger have been validly and appropriately taken, except for the filings referred to in Section 1.02.
Appears in 1 contract
Samples: Agreement of Merger and Plan of Reorganization (Casita Enterprises, Inc.)
Corporate Acts and Proceedings. The execution, delivery and performance of this Agreement and the Certificate of Merger (together, the “"Merger Documents”") have been duly authorized by the Board of Directors of the Company and and, as of the Closing, shall have been approved by the requisite vote of the Stockholders, and all of the corporate acts and other proceedings required for the due and valid authorization, execution, delivery and performance of the Merger Documents and the consummation of the Merger have been validly and appropriately taken, except for taken or will have been taken at or prior to the filings referred to in Section 1.02Closing.
Appears in 1 contract
Samples: Agreement and Plan of Merger (JUVA LIFE INC./Canada)
Corporate Acts and Proceedings. The execution, delivery and performance of this Agreement and the Certificate Articles of Merger (together, the “"Merger Documents”") have been duly authorized by the Board of Directors of the Company and have been approved by the requisite vote of the StockholdersShareholders, and all of the corporate acts and other proceedings required for the due and valid authorization, execution, delivery and performance of the Merger Documents and the consummation of the Merger have been validly and appropriately taken, except for the filings filing referred to in Section 1.021.2.
Appears in 1 contract
Corporate Acts and Proceedings. The execution, delivery and performance of this Agreement Agreement, the DE-Certificate of Merger and the Certificate NV-Articles of Merger (together, the “Merger Documents”) have been duly authorized by the Board of Directors of the Company and have been approved by the requisite vote of the Stockholders, and all of the corporate acts and other proceedings required for the due and valid authorization, execution, delivery and performance of the Merger Documents and the consummation of the Merger have been validly and appropriately taken, except for the filings referred to in Section 1.02.
Appears in 1 contract
Samples: Agreement of Merger and Plan of Reorganization (Adex Media, Inc.)
Corporate Acts and Proceedings. The execution, delivery and performance of this Agreement and the Certificate Plan of Merger (together, the “Merger Documents”) have been duly authorized by the Board of Directors of the Company and have been approved by the requisite vote of the Stockholders, and all of the corporate acts and other proceedings required for the due and valid authorization, execution, delivery and performance of the Merger Documents and the consummation of the Merger have been validly and appropriately taken, except for the filings filing of the Statement of Merger and Certificate of Merger referred to in Section 1.021.2.
Appears in 1 contract
Corporate Acts and Proceedings. The execution, delivery and performance of this Agreement and Agreement, the Certificate of Merger, the Agreement of Merger and the Officer’s Certificate (together, the “Merger Documents”) have been duly authorized by the Board of Directors of the Company and have been approved by the requisite vote of the Stockholders, and all of the corporate acts and other proceedings required for the due and valid authorization, execution, delivery and performance of the Merger Documents and the consummation of the Merger have been validly and appropriately taken, except for the filings referred to in Section 1.02.
Appears in 1 contract
Samples: Agreement of Merger and Plan of Reorganization (Waxess Holdings, Inc.)
Corporate Acts and Proceedings. The execution, delivery and performance of this Agreement and the DE-Certificate of Merger (together, the “Merger Documents”) have been duly authorized by the Board of Directors of the Company and have been approved by the requisite vote of the Stockholders, and all of the corporate acts and other proceedings required for the due and valid authorization, execution, delivery and performance of the Merger Documents and the consummation of the Merger have been validly and appropriately taken, except for the filings referred to in Section 1.02.
Appears in 1 contract
Samples: Agreement of Merger and Plan of Reorganization (BeesFree, Inc.)
Corporate Acts and Proceedings. The execution, delivery and performance of this Agreement and the Certificate Articles of Merger (together, the “Merger Documents”) have been duly authorized by the Board of Directors of the Company and have been approved by the requisite vote of the Stockholders, and all of the corporate acts and other proceedings required for the due and valid authorization, execution, delivery and performance of the Merger Documents and the consummation of the Merger have been validly and appropriately taken, except for the filings referred to in Section 1.02.
Appears in 1 contract
Samples: Agreement of Merger and Plan of Reorganization (Caribbean Villa Catering Corp)
Corporate Acts and Proceedings. The execution, delivery and performance of this Agreement and the Certificate of Merger (together, the “"Merger Documents”Documentation") have been duly authorized by the Board of Directors of the Company and have been approved by the requisite vote of the Stockholders, and all of the corporate acts and other proceedings required for the due and valid authorization, execution, delivery and performance of the Merger Documents Documentation and the consummation of the Merger have been validly and appropriately taken, except for the filings filing referred to in Section 1.021.2.
Appears in 1 contract
Corporate Acts and Proceedings. The execution, delivery and performance of this Agreement and the Certificate of Merger (together, the “Merger Documents”) have been duly authorized by the Board of Directors of the Company and have been approved by the requisite vote of the Stockholders, and all of the corporate acts and other proceedings required for the due and valid authorization, execution, delivery and performance of the Merger Documents and the consummation of the Merger have been validly and appropriately taken, except for the filings referred to in Section 1.02Company.
Appears in 1 contract
Corporate Acts and Proceedings. The execution, delivery and performance of this Agreement and the Certificate of Merger (together, the “Merger Documents”) have been duly authorized by the Board of Directors of the Company and have been approved by the requisite vote of the Stockholders, and all of the corporate acts and other proceedings required for the due and valid authorization, execution, delivery and performance of the Merger Documents and the consummation of the Merger have been validly and appropriately taken, except for the filings filing referred to in Section 1.02.
Appears in 1 contract
Samples: Agreement of Merger and Plan of Reorganization (Excel Corp)
Corporate Acts and Proceedings. The execution, delivery and performance of this Agreement Agreement, and the Certificate of Merger (together, the “Merger Documents”) have been duly authorized by the Board of Directors of the Company and have been approved by the requisite vote of the Stockholders, and all of the corporate acts and other proceedings required for the due and valid authorization, execution, delivery and performance of the Merger Documents and the consummation of the Merger have been validly and appropriately taken, except for the filings referred to in Section 1.02.
Appears in 1 contract
Samples: Agreement of Merger and Plan of Reorganization (Customer Acquisition Network Holdings, Inc.)
Corporate Acts and Proceedings. The execution, delivery and performance of this Agreement and the Certificate of Merger (together, the “Merger Documents”"MERGER DOCUMENTS") have been duly authorized by the Board of Directors of the Company and have been approved by the requisite vote of the Stockholders, and all of the corporate acts and other proceedings required for the due and valid authorization, execution, delivery and performance of the Merger Documents and the consummation of the Merger have been validly and appropriately taken, except for the filings filing of the Certificate of Merger referred to in Section 1.021.2.
Appears in 1 contract
Corporate Acts and Proceedings. The execution, delivery and performance of this Agreement and the DE-Certificate of Merger (together, the “Merger Documents”) have been duly authorized by the Board of Directors of the Company and have been or will, prior to the Closing, be approved by the requisite vote of the Stockholders, and all of the corporate acts and other proceedings required for the due and valid authorization, execution, delivery and performance of the Merger Documents and the consummation of the Merger have been validly and appropriately taken, except for the filings referred to in Section 1.02.
Appears in 1 contract
Samples: Agreement of Merger and Plan of Reorganization (Med-X, Inc.)
Corporate Acts and Proceedings. The execution, delivery and performance of this Agreement and the Certificate Articles of Merger (together, the “Merger Documents”) have been duly authorized by the Board of Directors of the Company and the transactions contemplated thereby have been approved by the requisite vote of the StockholdersStockholders in accordance with Nevada Law, and all of the corporate acts and other proceedings required for the due and valid authorization, execution, delivery and performance of the Merger Documents and the consummation of the Merger have been validly and appropriately taken, except for the filings filing referred to in Section 1.021.2.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Bacterin International Holdings, Inc.)
Corporate Acts and Proceedings. The execution, delivery and performance of this Agreement and the Certificate Statement of Merger (together, the “"Merger Documents”") have been duly authorized by the Board of Directors of the Company and have been approved by the requisite vote of the Stockholders, and all of the corporate acts and other proceedings required for the due and valid authorization, execution, delivery and performance of the Merger Documents and the consummation of the Merger have been validly and appropriately taken, except for the filings filing of the Statement of Merger referred to in Section 1.021.2.
Appears in 1 contract
Corporate Acts and Proceedings. The execution, delivery and performance of this Agreement Agreement, the Statement of Merger and the Certificate of Merger (together, the “Merger Documents”) have been duly authorized by the Board of Directors of the Company and have been approved by the requisite vote of the Stockholders, and all of the corporate acts and other proceedings required for the due and valid authorization, execution, delivery and performance of the Merger Documents and the consummation of the Merger have been validly and appropriately taken, except for the filings referred to in Section 1.02.
Appears in 1 contract
Samples: Agreement of Merger and Plan of Reorganization (Cherry Tankers Inc.)
Corporate Acts and Proceedings. The execution, delivery and performance of this Agreement Agreement, the DE-Certificate of Merger and the NY-Certificate of Merger (together, the “Merger Documents”) have been duly authorized by the Board of Directors of the Company and have been approved by the requisite vote of the Stockholders, and all of the corporate acts and other proceedings required for the due and valid authorization, execution, delivery and performance of the Merger Documents and the consummation of the Merger have been validly and appropriately taken, except for the filings referred to in Section 1.02.
Appears in 1 contract
Samples: Agreement of Merger and Plan of Reorganization (Clear Skies Holdings Inc)
Corporate Acts and Proceedings. The execution, delivery and performance of this Agreement and the Certificate of Merger (together, the “Merger Documents”) have been duly authorized by the Board of Directors of the Company Inventergy and have been approved by the requisite vote of the Inventergy Stockholders, and and, except as set forth in Schedule 2.06, all of the corporate acts and other proceedings required for the due and valid authorization, execution, delivery and performance of the Merger Documents and the consummation of the Merger have been validly and appropriately taken, except for the filings referred to in Section 1.02.
Appears in 1 contract
Samples: Agreement of Merger and Plan of Reorganization (Eon Communications Corp)
Corporate Acts and Proceedings. The execution, delivery and performance of this Agreement and the Certificate Articles of Merger (together, the “Merger Documents”) have been duly authorized by the Board of Directors of the Company and have been approved by the requisite vote of the Stockholders, and all of the corporate acts and other proceedings required for the due and valid authorization, execution, delivery and performance of the Merger Documents and the consummation of the Merger have been validly and appropriately taken, except for the filings referred to in Section 1.02.
Appears in 1 contract
Samples: Agreement of Merger and Plan of Reorganization (Ip Technology Services, Inc.)
Corporate Acts and Proceedings. The execution, delivery and performance of this Agreement Agreement, the Statement of Merger and the Certificate of Merger (together, the “"Merger Documents”") have been duly authorized by the Board of Directors Managers of the Company and have been approved by the requisite vote of the StockholdersCompany Equityholders, and all of the corporate acts and other proceedings required for the due and valid authorization, execution, delivery and performance of the Merger Documents and the consummation of the Merger have been validly and appropriately taken, except for the filings filing of the Statement of Merger and Certificate of Merger referred to in Section 1.021.2.
Appears in 1 contract
Samples: Agreement of Merger And (WestMountain Alternative Energy Inc)
