Effective Time and Second Effective Time. A certificate of merger satisfying the applicable requirements of the DGCL in substantially the form attached hereto as Exhibit F-1 (the “First Certificate of Merger”) shall be duly executed by the Company and, concurrently with or as soon as practicable following the Closing, delivered to the Secretary of State of the State of Delaware for filing. The First Merger shall become effective upon the filing of the First Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as Acquirer and the Company agree and specify in the First Certificate of Merger (the “Effective Time”). Promptly following the Effective Time, but in no event later than one Business Day thereafter, the First Step Surviving Corporation and Merger Sub II shall cause a certificate of merger satisfying the applicable requirements of the DGCL and the Delaware LLC Act in substantially the form attached hereto as Exhibit F-2 (the “Second Certificate of Merger”) shall be duly executed by Merger Sub II and delivered to the Secretary of State of the State of Delaware for filing (the time of acceptance by the Secretary of State of the State of Delaware of such filing being referred to herein as the “Second Effective Time”).
Appears in 1 contract
Effective Time and Second Effective Time. A certificate of merger satisfying the applicable requirements of the DGCL DLLCA, in substantially the form attached hereto as Exhibit F-1 A (the “First Certificate of Merger”) ), shall be duly executed by the Company and, concurrently with or as soon as practicable following the Closing, delivered to the Secretary of State of the State of Delaware for filing. The First Merger shall become effective upon the filing of the First Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as Acquirer and the Company agree and specify in the First Certificate of Merger (the “Effective Time”). Promptly following the Effective Time, but in no event later than one two (2) Business Day Days thereafter, the First Step Surviving Corporation and Merger Sub II shall cause a certificate of merger satisfying the applicable requirements of the DGCL and the Delaware LLC Act DLLCA, in substantially the form attached hereto as Exhibit F-2 B (the “Second Certificate of Merger”) ), shall be duly executed by Merger ▇▇▇▇▇▇ Sub II and delivered to the Secretary of State of the State of Delaware for filing. The Second Merger shall become effective upon the filing (of the time Second Certificate of acceptance by Merger with the Secretary of State of the State of Delaware or at such later time as Acquirer specifies in the Second Certificate of such filing being referred to herein as Merger (the “Second Effective Time”).
Appears in 1 contract
Sources: Merger Agreement (Vivid Seats Inc.)
Effective Time and Second Effective Time. A On the Closing Date and concurrently with the Closing, the Company and Merger Sub 1 shall cause the First Merger to be consummated by filing a certificate of merger satisfying the applicable requirements of the DGCL DGCL, in substantially the form attached hereto as Exhibit F-1 E-1 (the “First Certificate of Merger”) shall be ), duly executed by the Company and, concurrently with or as soon as practicable following the Closing, delivered to the Secretary of State of the State of Delaware for filingDelaware. The First Merger shall become effective upon the filing of the First Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as Acquirer and the Company agree and specify in the First Certificate of Merger (the “Effective Time”). Promptly Immediately following receipt of evidence from the Effective Time, but in no event later than one Business Day thereafterSecretary of State of the State of Delaware that the Certificate of Merger shall have been accepted for filing, the First Step Surviving Corporation and Merger Sub II 2 shall cause the Second Merger to be consummated by filing a certificate of merger satisfying the applicable requirements of the DGCL and the Delaware LLC Act DGCL, in substantially the form attached hereto as Exhibit F-2 E-2 (the “Second Certificate of Merger”) shall be ), duly executed by Merger Sub II and delivered to 2 with the Secretary of State of the State of Delaware. The Second Merger shall become effective upon the filing of the Second Certificate of Merger with the Secretary of State of the State of Delaware for filing (the time of acceptance by the Secretary of State of the State of Delaware of such filing being referred to herein as the “Second Effective Time”).
Appears in 1 contract
Sources: Agreement and Plan of Merger and Reorganization (Vaccitech PLC)