Merger and Effect of Merger Sample Clauses

Merger and Effect of Merger. (a) In connection with the Merger, each of the Company and the Buyer have approved, by resolutions duly adopted, this Agreement as their “Plan of Merger” within the meanings of Section 7-90-203.4 of the Colorado Corporations and Associations Act (the “CCAA”) and Section 18-209 of the Delaware Limited Liability Company Act (the “DLLCA”). Subject to the provisions of this Agreement, the Statement of Merger as required by Section 7-90-203.7 of the CCAA (the “Statement of Merger”) and the Certificate of Merger as required by Section 18-209(c) of the DLLCA (the “Certificate of Merger”) shall be duly prepared, executed and acknowledged by the Company, Buyer and such other parties as may be appropriate, and thereafter (i) the Statement of Merger shall be delivered to the Secretary of State of Colorado (the “Colorado Department”), as provided in Section 7-90-203.7 of the CCAA, and (ii) Certificate of Merger shall be delivered to the Secretary of State of Delaware (the “Delaware Department”), as provided in Section 18-209(c) of the DLLCA, each for filing as soon as practicable on or after the date on which the Closing occurs. The Merger shall become effective on the date and at the time of the acceptance of the Statement of Merger by the Colorado Department, or, if a later or delayed effective time is stated in the Statement of Merger, then at such later date and time (the “Effective Time”).
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Merger and Effect of Merger. (a) Subject to the terms and conditions contained herein, at the Effective Time, Merger Sub shall be merged (the “Merger”) with and into the Company in accordance with the requirements of the NJBCA, whereupon the separate existence of the Company shall cease, and Merger Sub shall be the surviving corporation of such Merger (the “Surviving Corporation”).
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Merger and Effect of Merger. (a) In connection with the Merger, each of the Company and Seller has approved, by resolutions duly adopted, the provisions of this Agreement as their “Plan of Merger” within the meaning of Section 18-209 of the Delaware Limited Liability Company Act (the “DLLCA”) and Section 00-00-000 of the North Dakota Limited Liability Company Act (the “NDLLCA”). Subject to the provisions of this Agreement, the Certificate of Merger as required by Section 18-209 of the DLLCA and in the form attached hereto as Exhibit C (the “Certificate of Merger”) and the Articles of Merger as required by Section 00-00-000 of the NDLLCA and in the form attached hereto as Exhibit D (the “Articles of Merger”) shall each be duly prepared, executed and acknowledged by the Company, Buyer and such other parties as may be appropriate, and thereafter the Certificate of Merger shall be executed and delivered to the Secretary of State of the State of Delaware (the “Delaware Department”), as provided in Section 18-209 of the DLLCA, and the Articles of Merger shall be executed and delivered to the Secretary of State of the State of North Dakota (the “North Dakota Department”), as provided in Section 00-00-000 of the NDLLCA, for filing as soon as practicable on or after the date on which the Closing occurs. The Merger shall become effective on the later of (i) the date and at the time of the acceptance of the Certificate of Merger by the Delaware Department and (ii) the date and at the time of the acceptance of the Articles of Merger by the North Dakota Department; or at such time thereafter as the Parties may otherwise agree (the “Effective Time”).
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Related to Merger and Effect of Merger

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

  • Effect of Merger, Consolidation, Etc At the option of the Holder, the sale, conveyance or disposition of all or substantially all of the assets of the Borrower, the effectuation by the Borrower of a transaction or series of related transactions in which more than 50% of the voting power of the Borrower is disposed of, or the consolidation, merger or other business combination of the Borrower with or into any other Person (as defined below) or Persons when the Borrower is not the survivor shall either: (i) be deemed to be an Event of Default (as defined in Article III) pursuant to which the Borrower shall be required to pay to the Holder upon the consummation of and as a condition to such transaction an amount equal to the Default Amount (as defined in Article III) or (ii) be treated pursuant to Section 1.6(b) hereof. “Person” shall mean any individual, corporation, limited liability company, partnership, association, trust or other entity or organization.

  • Effect of Merger on Capital Stock At the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, the Company or the holders of any equity interests of the Company or Merger Sub, as applicable:

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

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

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

  • Effect of Merger, Consolidation or Conversion (a) At the effective time of the certificate of merger:

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