Second Certificate of Merger Sample Clauses

Second Certificate of Merger. At the Second Closing, the parties shall cause the Second Merger to be effected by filing a certificate of merger with the Secretary of State of Delaware in accordance with the provisions of the DLLCA and the DGCL in the form attached as Exhibit F hereto (the “Delaware Second Certificate”).
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Second Certificate of Merger. An authorized officer of Merger Sub II shall have delivered to Company a duly executed Second Certificate of Merger in the form of Exhibit C.
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Second Certificate of Merger. Promptly after the Effective Time, Parent shall cause certificates of merger substantially in the form attached hereto as Exhibit D-2 (the “Second Certificates of Merger” and, together with the First Certificate of Merger, the “Certificates of Merger”) to be properly executed and filed in accordance with the relevant provisions of Delaware Law and the FBCA, and shall make or cause to be made all other filings or recordings required under Delaware Law and the FBCA. The Second Step Merger shall be effective at the time and on the date set forth in the Second Certificate of Merger filed with respect thereto in accordance with Delaware Law and the FBCA (the “Second Effective Time”). At the Second Effective Time, the effect of the Second Step Merger shall be as provided in this Agreement and the applicable provisions of Delaware Law and the FBCA. Without limiting the generality of the foregoing, and subject thereto, at the Second Effective Time, all rights, powers, privileges and property of the Interim Surviving Entity and Merger Sub One shall vest in the Surviving Entity, and all debts, obligations, restrictions and liabilities of the Interim Surviving Entity and Merger Sub One shall become debts, obligations, restrictions and liabilities of the Surviving Entity.
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Second Certificate of Merger. 1.3(b) Second Effective Time........................................................................................1.3(b) Softwatch......................................................................................................5.26 Stockholders Agreement.........................................................................................5.10 Surviving Corporation 1......................................................................................1.1(a) Surviving Corporation 2......................................................................................1.1(b) Tax Returns.................................................................................................3.13(b) Taxes.......................................................................................................3.13(b) Termination Fee..............................................................................................7.4(b) THCG Common Stock............................................................................................2.1(a) THCG Option.................................................................................................5.20(a) THCG Stock Incentive Plan...................................................................................5.20(a) Transfer.....................................................................................................5.1(a) UBCA.......................................................................................................
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Second Certificate of Merger. Parent shall have delivered to the Company a copy of the Second Certificate of Merger, duly executed by ▇▇▇▇▇▇.
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Related to Second Certificate of Merger

  • 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.

  • 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.

  • 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.

  • Terms of Merger 10 3.1. Charter.....................................................................10 3.2. Bylaws......................................................................10 3.3.

  • 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.