The MITI Merger Sample Clauses

The MITI Merger. At the MITI Effective Time (as defined --------------- in Section 1.2.3), upon the terms and subject to the conditions of this Agreement, MITI shall be merged with and into MITI Mergerco in accordance with the DGCL and the separate existence of MITI shall thereupon cease, and MITI Mergerco, as the surviving corporation in the MITI Merger, shall continue its corporate existence under the laws of the State of Delaware. The MITI Merger shall have the effects set forth in Section 259 of the DGCL.
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The MITI Merger. The MITI Merger shall become effective --------------- at the date and time of the filing of the Certificate of Merger substantially in the form of Exhibit A-3 to this Agreement (the "MITI Certificate of Merger") with the Secretary of State of Delaware in accor- dance with the provisions of the DGCL. The date and time when the MITI Merger shall become effective is herein referred to as the "MITI Effective Time" and the date and time of the last to occur of (x) the Orion Effective Time, (y) the Sterling Effective Time, and (z) the MITI Effective Time, is herein referred to as the "Effective Time." MITI Mergerco, as the surviving corporation of the MITI Merger, shall be referred to herein as the "MITI Merger Surviving Corporation." In accordance with the DGCL, all of the rights, privileges, powers, immunities, purposes and franchises of MITI Mergerco and MITI shall vest in the MITI Merger Surviving Corporation and all debts, liabilities, obligations and duties of MITI Mergerco and MITI shall become the debts, liabilities, obligations and duties of the MITI Merger Surviving Corporation.
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The MITI Merger. The Certificate of Incorporation of MITI --------------- Mergerco shall be the Certificate of Incorporation of the MITI Merger Surviving Corporation until thereafter amended as provided by law except that at the MITI Effective Time, Article FIRST of the Certificate of Incorporation of the MITI Merger Surviving Corporation shall be amended to read as follows: "The name of the corporation is METROMEDIA INTERNATIONAL TELECOMMUNICATIONS, INC. (the "Corporation")."
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The MITI Merger. The By-laws of MITI Mergerco as in --------------- effect immediately prior to the MITI Effective Time shall be the By-laws of the MITI Merger Surviving Corporation until thereafter amended.
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The MITI Merger. The directors of the MITI Merger --------------- Surviving Corporation at the Effective Time shall consist of three individuals designated at the Effective Time by the Board of Directors of the Surviving Corporation, each of whom shall hold office from the Effective Time until their respective successors are duly elected or appointed and qualified in the manner provided in the Certificate of Incorporation and By-laws of the MITI Merger Surviving Corporation.
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Related to The MITI Merger

  • The Merger Upon the terms and subject to the conditions of this Agreement and in accordance with the DGCL, at the Effective Time (as defined below), Merger Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”).

  • The Company Merger Upon the terms and subject to the conditions of this Agreement at the Effective Time (as hereinafter defined), Company shall be merged with and into Sub and the separate existence and corporate organization of Company shall thereupon cease and Sub and Company shall thereupon be a single corporation. Sub shall be the surviving corporation in the Merger and the separate corporate existence of Sub shall continue unaffected and unimpaired by the Merger.

  • The Mergers Upon the terms and subject to the conditions set forth in this Agreement:

  • First Merger At the Effective Time, by virtue of the First Merger and without any action on the part of the Company, Parent, Acquisition Sub or the holders of any securities of the Company or Acquisition Sub:

  • Capitalization of Merger Sub The authorized capital stock of Merger Sub consists solely of 1,000 shares of common stock, par value $0.01 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Parent or a direct or indirect wholly-owned Subsidiary of Parent. Merger Sub has not conducted any business prior to the date hereof and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.

  • 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").

  • Consummation of Merger The parties hereto expressly acknowledge that the consummation of the transactions hereunder is subject to consummation of the Merger. Nothing herein shall be construed to require Seller to consummate the Merger or take steps in furtherance thereof.

  • The Merger Agreement The following is a summary of material terms of the Merger Agreement. This summary is not a complete description of the terms and conditions thereof and is qualified in its entirety by reference to the full text thereof, which is incorporated herein by reference and a copy of which has been filed with the SEC as an exhibit to Schedule TO. The Merger Agreement may be examined, and copies thereof may be obtained, as set forth in Section 8 above.

  • The Merger Closing Upon the terms and subject to the conditions of this Agreement, the closing (the "Closing") of the Merger shall take place at 10:00 A.M., on the third business day after the fulfillment of the conditions specified in Sections 6.02 and 7.02 hereof, at the offices of Squadron, Ellenoff, Plesent & Xxxxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other time, date and place as may be agreed upon in writing by Parent and MGI. The date on which the Closing shall take place is referred to as the "Closing Date" and the time on the Closing Date when the Closing shall take place is referred to as the "Closing Time," MGI, Parent and Acquisition shall use their respective best efforts to cause the Merger to be consummated at the earliest practicable time after consummation of the Offer.

  • 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.

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