Except for the Required Marigold Vote, the calling of the Marigold Shareholder Meeting, and the filing of the Articles of Second Merger with the ISS, no corporate proceedings on the part of Marigold or vote, consent or approval of the Marigold Shareholders is necessary to adopt this Agreement or to consummate the transactions contemplated hereby.
Articles of Merger has the meaning set forth in Section 2.2.
Second Merger has the meaning set forth in the Recitals.
Certificate of Merger has the meaning set forth in Section 2.2.
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 this Plan of Arrangement and otherwise be in a form and content satisfactory to the Company and the Purchaser, each acting reasonably.
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;
Delaware Secretary of State means the Secretary of State of the State of Delaware.
Articles of Organization means the original documents filed to organize a limited liability company, as amended or restated by certificates of correction, amendment, or merger, by restated articles, or by other instruments filed or issued under any statute.
Company Articles means the Articles of Incorporation of the Company, as amended.
Agreement of Merger has the meaning set forth in Section 2.01(b).
Company Merger has the meaning set forth in the recitals hereto.
Certificates of Merger has the meaning set forth in Section 2.2.
Second Effective Time has the meaning specified in Section 2.02.
Secretary of State means the Secretary of State of the State of Delaware.
Permitted Merger shall have the meaning set forth in Section 3.01.
DLLCA means the Delaware Limited Liability Company Act.
SDAT means the State Department of Assessments and Taxation of Maryland.
Articles of Amalgamation means the articles of amalgamation giving effect to the Amalgamation required under the OBCA to be filed with the Director;
Company Charter means the certificate of incorporation of the Company, as amended.
Articles of Amendment means the Articles of Amendment relating to the Designated Preferred Stock, of which these Standard Provisions form a part, as it may be amended from time to time.
FBCA means the Florida Business Corporation Act.
Delaware LLC Act means the Delaware Limited Liability Company Act.
First Merger shall have the meaning given in the Recitals hereto.
Merger Sub Board means the board of directors of Merger Sub.
MBCA means the Michigan Business Corporation Act.
PBCL means the Pennsylvania Business Corporation Law of 1988, as amended.
Restated Articles means the Amended and Restated Memorandum and Articles of Association of the Company.