Certificate of Second Merger definition

Certificate of Second Merger has the meaning set forth in Section 2.2(b).
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Certificate of Second Merger shall have the meaning ascribed to it in Section 2.3(c). “Certificates” shall have the meaning ascribed to it in Section 3.5(b)(i). Annex A - 1
Sample 1

Examples of Certificate of Second Merger in a sentence

  • The execution and delivery of this Agreement by each Group Company and the consummation by each Group Company of the Transactions have been duly authorized by all necessary corporate action on the part of such Group Company, subject, only with respect to the consummation of the Merger, the Company Stockholder Approval and the filing of the Certificate of First Merger and Certificate of Second Merger with the Office of the Secretary of State of the State of Delaware.

  • The Second Merger shall become effective upon filing of the Certificate of Second Merger or at such later time as may be set forth in the Certificate of Second Merger.

  • At the Second Effective Time, the effect of the Second Merger shall be as provided in this Agreement, the Certificate of Second Merger and the applicable provisions of the DGCL and the DLLCA.

  • The Second Merger shall become effective upon the filing of the Certificate of Second Merger or at such later time as is agreed to by the Parties and specified in the Certificate of Second Merger (the time at which the Second Merger becomes effective is herein referred to as the “Second Effective Time”).

  • Except for the Required Xxxxx Vote, the calling of the Xxxxx Shareholder Meeting, and the filing of the Certificate of Second Merger with the DSS, no limited liability company proceedings on the part of Xxxxx or vote, consent or approval of the Xxxxx Shareholders is necessary to adopt this Agreement or to consummate the transactions contemplated hereby.

  • The Second Merger shall become effective upon the filing of the Certificate of Second Merger with the Secretary of State of the State of Delaware or at such other time as the parties shall mutually agree in writing and as shall be specified in the Certificate of Second Merger (the date and time when the Merger shall become effective is hereinafter referred to as the “Second Effective Time”).

  • The Second Merger shall have the effects set forth in this Agreement, in the Certificate of Second Merger and the applicable provisions of the DGCL and the DLLCA.

  • Except for the Required Laxxx Xote, the calling of the Laxxx Xhareholder Meeting, and the filing of the Certificate of Second Merger with the DSS, no limited liability company proceedings on the part of Laxxx xr vote, consent or approval of the Laxxx Xhareholders is necessary to adopt this Agreement or to consummate the transactions contemplated hereby.

Related to Certificate of Second Merger

  • Certificate of Merger has the meaning set forth in Section 2.2.

  • 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;

  • Certificate of organization means the certificate required by section 489.201. The term includes the certificate as amended or restated.

  • Articles of Merger has the meaning set forth in Section 2.2.

  • Delaware Secretary of State means the Secretary of State of the State of Delaware.

  • Certificate of Amalgamation means the certificate of amalgamation to be issued by the Director in respect of the Amalgamation;

  • Second Merger has the meaning set forth in the Recitals.

  • Secretary of State means the Secretary of State of the State of Delaware.

  • Certificate of Amendment means the Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company, substantially in the form attached to this Agreement as Exhibit A.

  • Certificates of Merger has the meaning set forth in Section 2.2.

  • Certificate of Limited Partnership means the Certificate of Limited Partnership of the Partnership filed with the Secretary of State of the State of Delaware as referenced in Section 7.2, as such Certificate of Limited Partnership may be amended, supplemented or restated from time to time.

  • Delaware LLC Act means the Delaware Limited Liability Company Act.

  • DLLCA means the Delaware Limited Liability Company Act.

  • Company Charter means the certificate of incorporation of the Company, as amended.

  • Restated Certificate of Incorporation means the Restated Certificate of Incorporation of the Company, as amended.

  • Company Bylaws means the bylaws of the Company, as amended.

  • Certificate of Trust means the Certificate of Trust in the form of Exhibit B to be filed for the Trust pursuant to Section 3810(a) of the Statutory Trust Statute.

  • Certificate of approval means a certificate of approval obtained from the

  • Company Certificate of Incorporation means the Amended and Restated Certificate of Incorporation of the Company as amended and restated and as in effect as of the date hereof.

  • Restated Certificate means the Company’s Amended and Restated Certificate of Incorporation, as amended and/or restated from time to time.

  • Amended and Restated Certificate of Incorporation means the Amended and Restated Certificate of Incorporation of the Company, as in effect as of the Effective Date.

  • 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.

  • Delaware LP Act means the Delaware Revised Uniform Limited Partnership Act.

  • Certificate of Formation means the Certificate of Formation of the Company filed with the Secretary of State of the State of Delaware as referenced in Section 2.1, as such Certificate of Formation may be amended, supplemented or restated from time to time.

  • Parent Bylaws means the Bylaws of Parent.

  • Agreement of Merger has the meaning set forth in Section 2.01(b).