Filing Certificate of Merger; Effective Time Sample Clauses

The "Filing Certificate of Merger; Effective Time" clause defines the process and timing for officially completing a merger by filing the necessary documentation with the appropriate governmental authority, typically the Secretary of State. This clause specifies which party is responsible for preparing and submitting the certificate of merger and clarifies when the merger becomes legally effective—either upon filing or at a specified later time. Its core function is to ensure that the merger is properly recorded and that all parties are clear on the exact moment the merger takes legal effect, thereby preventing disputes or confusion regarding the transition.
Filing Certificate of Merger; Effective Time. As soon as practicable following the satisfaction or, to the extent permitted by applicable law, waiver of the conditions set forth in Article IV, if this Agreement shall not have been terminated prior thereto as provided in Section 5.1, Resources and the Partnership shall cause (i) articles of merger meeting the requirements of Section 5.04 of the TBCA (the "Articles of Merger") and (ii) a certificate of merger meeting the requirements of Section 17-211 of the DRULPA (together with the Articles of Merger, the "Merger Filings") to be properly executed and filed in accordance with each such section. The Merger shall become effective at the later of (1) the time of filing of the Merger Filings with the Secretaries of State of the States of Texas and Delaware and (2) at 12:01 Eastern time on [o] (the "Effective Time").
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Filing Certificate of Merger; Effective Time. As soon as practicable following the satisfaction or, to the extent permitted by applicable law, waiver of the conditions set forth in Article V, if this Agreement shall not have been terminated prior thereto as provided in Section 6.1, SPI Merger Sub and SPI shall cause a certificate of merger (the “Certificate of Merger”) meeting the requirements of Section 252(c) of the DGCL to be properly executed and filed in accordance with such section and otherwise make all other filings or recordings as required by the DGCL and CGCL in connection with the Merger. The Merger shall become effective at such time that the parties hereto shall have agreed upon and designated in the Certificate of Merger as the effective time of the Merger (the “Effective Time”).
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Filing Certificate of Merger; Effective Time. As soon as practicable following the satisfaction or, to the extent permitted by applicable law or this Agreement, waiver of the conditions set forth in Article V, and if this Agreement shall not have been terminated as provided in Section 6.1, Athena Delaware and Athena BC shall cause a certificate of merger (the “Certificate of Merger”) meeting the requirements of Section 258 of the DGCL to be properly executed and filed in accordance with such section and otherwise make all other filings or recordings as required by the DGCL in connection with the Merger. The Merger shall become effective upon the filing of the Certificate of Merger (or such later date and time as the parties hereto shall agree, which shall be reflected in the Certificate of Merger) (the “Effective Time”).
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Filing Certificate of Merger; Effective Time. As soon as practicable following the satisfaction or, to the extent permitted by applicable law, waiver of the conditions set forth in Article V, if this Agreement shall not have been terminated prior thereto as provided in Section 6.1, US Merger Co and GTOR US shall cause a certificate of merger (the “Certificate of Merger”) meeting the requirements of Section 92A.200 of the Nevada Corporations Code to be properly executed and filed in accordance with such section and otherwise make all other filings or recordings as required by the Nevada Corporations Code in connection with the Merger. The Merger shall become effective at such time that GTOR US shall have designated in the Certificate of Merger as the effective time of the Merger (the “Effective Time”).
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Filing Certificate of Merger; Effective Time. As soon as practicable following the satisfaction or, to the extent permitted by applicable law, waiver of the conditions set forth in Article V, if this Agreement shall not have been terminated prior thereto as provided in Section 7.1, Merger Sub and Kandi shall cause the Certificate of Merger (the “Articles of Merger”) meeting the requirements of Section 251(c) of the DGCL to be properly executed and filed in accordance with such section and otherwise make all other filings or recordings as required by the DGCL in connection with the Merger. The Merger shall become effective at the time designated in the Articles of Merger as the effective time of the Merger (the “Effective Time”).”
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Filing Certificate of Merger; Effective Time. Upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date, Blue, Green and Merger Sub shall cause an appropriate certificate of merger (the “Certificate of Merger”), meeting the requirements of Section 33-819 of the Act, to be properly executed and filed with the Secretary of State of the State of Connecticut in accordance with such section and otherwise make all other filings or recordings as required by the Act in connection with the Merger. The Merger shall become effective upon the filing and acceptance of the Certificate of Merger (or at such later date and time as Blue and Green shall agree and shall set forth in the Certificate of Merger) (the “Effective Time”).
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Filing Certificate of Merger; Effective Time. As soon as practicable following the satisfaction or, to the extent permitted by applicable law, waiver of the conditions set forth in Article V, if this Agreement shall not have been terminated prior thereto as provided in Section 6.1, SEC shall cause a certificate of merger (the “Certificate of Merger”) meeting the requirements of the DGCL to be properly executed and filed in accordance with such sections and otherwise make all other filings or recordings as required by the DGCL in connection with the Merger. The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as shall be designated in the Certificate of Merger (the “Effective Time”).
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Filing Certificate of Merger; Effective Time. As soon as practicable following the satisfaction or, to the extent permitted by applicable Law, waiver of the conditions set forth in Article VII, if this Agreement shall not have been terminated as provided in Article VIII, New York, UK Holdco and MergerCo shall cause a certificate of merger (the “Certificate of Merger”) meeting the requirements of Section 264(c) of the DGCL and Section 18-209(c) of the DLLCA to be properly executed and filed in accordance with such section and otherwise make all other filings or recordings as required by the DGCL and the DLLCA in connection with the Merger. The Merger shall become effective upon the filing of the Certificate of Merger (or at such later date and time as New York and London shall agree and shall set forth in the Certificate of Merger) (the “Effective Time”).
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Related to Filing Certificate of Merger; Effective Time

  • Certificate of Merger Upon the required approval by the General Partner and the Unitholders of a Merger Agreement, a certificate of merger shall be executed and filed with the Secretary of State of the State of Delaware in conformity with the requirements of the Delaware Act.

  • 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.

  • Certificate of Merger or Conversion Upon the required approval by the Manager of a Merger Agreement or a Plan of Conversion, as the case may be, a certificate of merger or certificate of conversion, as applicable, shall be executed and filed with the Secretary of State of the State of Delaware in conformity with the requirements of the Delaware Act.

  • Articles of Merger The Parties agree that, as soon as practicable after satisfaction of all conditions to the Merger, they will jointly file executed Articles of Merger with the Department and make all other filings or recordings required by Maryland law in connection with the Merger.

  • Merger Effective Time On the terms and subject to the conditions set forth in this Agreement and the Statutory Merger Agreement, the Company, Parent and Merger Sub will (a) on the Closing Date, execute and deliver the Statutory Merger Agreement, (b) on or prior to the Closing Date, cause an application for registration of the Surviving Company (the “Merger Application”) to be executed and delivered to the Registrar of Companies in Bermuda (the “Registrar”) as provided under Section 108 of the Bermuda Companies Act and to be accompanied by the documents required by Section 108(2) of the Bermuda Companies Act and (c) cause to be included in the Merger Application a request that the Registrar issue the certificate of merger with respect to the Merger (the “Certificate of Merger”) on the Closing Date at the time of day mutually agreed upon by the Company and Parent and set forth in the Merger Application. The Merger shall become effective upon the issuance of the Certificate of Merger by the Registrar at the time and date shown on the Certificate of Merger. The Company, Parent and Merger Sub agree that they will request that the Registrar provide in the Certificate of Merger that the effective time of the Merger shall be 10:00 a.m., Bermuda time (or such other time mutually agreed upon by the Company and Parent), on the Closing Date (such time, the “Effective Time”).