Articles of Incorporation and By-Laws. (a) The Articles of Incorporation of the Company (the “Company Articles”) shall be amended at the Effective Time to be in the form of Exhibit A and, as so amended, such Company Articles shall be the Restated Articles of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Johnson & Johnson), Agreement and Plan of Merger (Boston Scientific Corp), Agreement and Plan of Merger (Boston Scientific Corp)
Articles of Incorporation and By-Laws. (a) The Articles of Incorporation of the Company (the “"Company Articles”") shall be amended at the Effective Time to be in the form of Exhibit A and, as so amended, such Company Articles shall be the Restated Articles of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.
Appears in 4 contracts
Samples: Merger Agreement (Guidant Corp), Agreement and Plan of Merger (Guidant Corp), Merger Agreement (Guidant Corp)
Articles of Incorporation and By-Laws. (a) The Articles of Incorporation of the Company (the “Company Articles”) shall be amended at the Effective Time to be in the form of Exhibit A and, as so amended, such Company Articles shall be the Restated Articles of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (MSC Software Corp), Agreement and Plan of Merger (Weyerhaeuser Co), Agreement and Plan of Merger (Willamette Industries Inc)
Articles of Incorporation and By-Laws. (a) The Amended and Restated Articles of Incorporation of the Company (the “Company Articles”) ), shall be amended at the Effective Time to be in the form of Exhibit A and, as so amended, such Company Articles shall be the Restated Articles articles of Incorporation incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Teleflex Inc), Agreement and Plan of Merger (Arrow International Inc), Agreement and Plan of Merger (Teleflex Medical Inc)
Articles of Incorporation and By-Laws. (a) The Articles articles of Incorporation incorporation of the Company (the “Company Articles”) shall be amended at Sub as in effect immediately prior to the Effective Time to be in the form of Exhibit A and, as so amended, such Company Articles shall be the Restated Articles articles of Incorporation incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.. The articles of incorporation of the Surviving Corporation shall be amended at the Effective Time so that Article I thereof reads in its entirety as follows:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Coast Hotels & Casinos Inc), Agreement and Plan of Merger (Boyd Gaming Corp), Agreement and Plan of Merger (Boyd Gaming Corp)
Articles of Incorporation and By-Laws. (a) The Articles of Incorporation of the Company (the “Company Articles”) shall be amended at At the Effective Time to be in the form of Exhibit A andTime, as so amended, such Company Articles shall be the Restated Articles of Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be the Articles of Incorporation of the Surviving Corporation Corporation, until thereafter changed or duly amended as provided therein or by in accordance with applicable Lawlaw.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Guaranty National Corp), Agreement and Plan of Merger (Orion Capital Corp), Agreement and Plan of Merger (Orion Capital Corp)
Articles of Incorporation and By-Laws. (a) The Articles of Incorporation of the Company (the “Company Articles”) shall be amended at Company, as in effect immediately prior to the Effective Time to be in the form of Exhibit A andTime, as so amended, such Company Articles shall be the Restated Articles of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Lawlaw.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Amvestors Financial Corp), Amended and Restated Agreement and Plan of Merger (Amerus Life Holdings Inc)
Articles of Incorporation and By-Laws. (a) The Third Amended and Restated Articles of Incorporation of the Company (the “Company Articles”) shall be amended at as in effect immediately prior to the Effective Time to be in the form of Exhibit A and, as so amended, such Company Articles shall be the Restated Articles articles of Incorporation incorporation of the Surviving Corporation Corporation, until thereafter changed or amended as provided therein or by applicable Lawlaw.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (International Business Machines Corp), Agreement and Plan of Merger (Software Artistry Inc)
Articles of Incorporation and By-Laws. (a) The Articles of Incorporation and the By-Laws of the Company (the “Company Articles”) shall be amended Company, in each case as in effect at the Effective Time to be in the form of Exhibit A andTime, as so amended, such Company Articles shall be the Restated Articles of Incorporation and By-Laws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable LawCorporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Megabank Financial Corp), Agreement and Plan of Merger (Compass Bancshares Inc)
Articles of Incorporation and By-Laws. (a) The Articles amended and restated articles of Incorporation incorporation of the Company (the “Company Articles”) shall be amended at Company, as in effect immediately before the Effective Time to be in the form of Exhibit A andTime, as so amended, such Company Articles shall will be the Restated Articles articles of Incorporation incorporation of the Surviving Corporation until thereafter as of the Effective Time, except that the name of the Surviving Corporation shall be changed or amended as provided therein or by applicable Lawto be the name of the Company immediately prior to the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Stewart & Stevenson Services Inc), Agreement and Plan of Merger (Armor Holdings Inc)
Articles of Incorporation and By-Laws. (a) The Amended Articles of Incorporation of the Company (the “Company Articles”) shall be amended at the Effective Time to be in the form of Exhibit A and, as so amended, such Company Articles shall be the Restated Amended Articles of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Lawlaw.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pemstar Inc), Agreement and Plan of Merger (Benchmark Electronics Inc)
Articles of Incorporation and By-Laws. (a) The Restated Articles of Incorporation of the Company (the “Company Articles”) shall be amended at as in effect immediately prior to the Effective Time to be in the form of Exhibit A and, as so amended, such Company Articles shall be the Restated Articles of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or and as permitted by applicable Lawlaw and this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Wyle Electronics), Agreement and Plan of Merger (Ebv Electronics Inc)
Articles of Incorporation and By-Laws. (a) The Articles of Incorporation of the Company (the “Company Articles”) shall be amended at Company, as in effect immediately prior to the Effective Time to be in the form of Exhibit A andTime, as so amended, such Company Articles shall be the Restated Articles of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.law; provided, however, Article IV of such Articles of Incorporation shall be amended at the Effective Time as set forth below:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Caprock Communications Corp), Agreement and Plan of Merger (McLeodusa Inc)
Articles of Incorporation and By-Laws. (a) The Articles of Incorporation of the Company (the “Company Articles”) shall be amended Purchaser, as in effect at the Effective Time to be in the form of Exhibit A and, as so amended, such Company Articles shall be the Restated Articles of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Lawlaw.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Answer Think Consulting Group Inc)
Articles of Incorporation and By-Laws. (a) The Articles of Incorporation Organization, as amended, of the Company (the “Company Articles”) shall be amended at Acquisition Subsidiary, as in effect immediately prior to the Effective Time to be in the form of Exhibit A andTime, as so amended, such Company Articles shall be the Restated Articles of Incorporation Organization of the Surviving Corporation Company until thereafter changed or amended as provided therein or by applicable Lawlaw.
Appears in 1 contract
Articles of Incorporation and By-Laws. (a) The Articles of Incorporation of the Company (the “Company Articles”) shall be amended at At the Effective Time to be in Time, the form of Exhibit A and, as so amended, such Company Articles shall be the Restated Articles of Incorporation of the Surviving Corporation shall be the Articles of Incorporation of the Company, as in effect immediately prior to the Effective Time, until thereafter changed or amended as provided therein or by applicable Applicable Law.
Appears in 1 contract
Articles of Incorporation and By-Laws. (a) The Articles of Incorporation of the Company (the “Company Articles”) shall be amended at At the Effective Time to be in Time: (i) the form of Exhibit A and, as so amended, such Company Articles shall be the Restated Articles of Incorporation of the Surviving Corporation until thereafter changed or amended shall be substantially in the form of the Articles of Incorporation which are appended to the Articles of Merger as provided therein or by applicable LawAnnex I thereto; and (ii) the Bylaws of the Surviving Corporation shall be the Bylaws.
Appears in 1 contract
Samples: Merger and Reorganization Agreement (Vertex Industries Inc)
Articles of Incorporation and By-Laws. (a) The Articles articles of Incorporation incorporation of the Company (the “Company Articles”) shall be amended at as in effect immediately prior to the Effective Time to be in the form of Exhibit A and, as so amended, such Company Articles shall be the Restated Articles articles of Incorporation incorporation of the Surviving Corporation Corporation, until thereafter changed or amended as provided therein or by applicable Lawlaw. (b) The by-laws of the Company as in effect immediately prior to the Effective Time shall be the by-laws of the Surviving Corporation, until thereafter changed or amended as provided therein or by applicable law. SECTION 1.06.
Appears in 1 contract
Samples: 1 Agreement and Plan of Merger (Ajk Enterprises Inc)
Articles of Incorporation and By-Laws. (a) The Articles articles of Incorporation of the Company (the “Company Articles”) shall be amended at the Effective Time to be in the form of Exhibit A and, as so amended, such Company Articles shall be the Restated Articles of Incorporation incorporation of the Surviving Corporation until thereafter immediately following the Effective Time shall be amended and restated in their entirety to be the same as the articles of incorporation of the Transitory Subsidiary immediately prior to the Effective Time, except that (i) the name of the corporation set forth therein shall be changed or amended as provided therein or by applicable Lawto the name of the Company and (ii) the identity of the incorporator shall be deleted.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Brooks Automation Inc)
Articles of Incorporation and By-Laws. (a) The Articles of Incorporation of the Company (the “Company Articles”) Surviving Corporation shall be amended at the Effective Time to be read in the form of Exhibit A and, as so amended, such Company Articles of Incorporation shall be the Restated Articles of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.
Appears in 1 contract
Samples: Conopco Inc
Articles of Incorporation and By-Laws. (a) The Articles of Incorporation Incorporation, as amended, of the Company (the “Company Articles”) shall be amended at Company, as in effect immediately prior to the Effective Time to be in the form of Exhibit A andTime, as so amended, such Company Articles shall be the Restated Articles of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Lawlaw.
Appears in 1 contract
Articles of Incorporation and By-Laws. (a) The Articles of Incorporation of the Company (the “Company Articles”) shall be amended at Surviving Corporation in effect immediately prior to the Effective Time to be in the form of Exhibit A and, as so amended, such Company Articles shall be the Restated Articles of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.
Appears in 1 contract
Articles of Incorporation and By-Laws. (a) The Articles of Incorporation of the Company (the “Company Articles”) shall be amended and restated at the Effective Time to be read in the form of Exhibit A B, and, as so amended, such Company Articles of Incorporation shall be the Restated Articles of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.
Appears in 1 contract
Articles of Incorporation and By-Laws. (a) The Articles From and after the Effective Time, the articles of Incorporation incorporation of the Company (the “Company Articles”) shall be amended at the Effective Time to be in the form of Exhibit A and, as so amended, such Company Articles shall be the Restated Articles articles of Incorporation incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Lawlaw.
Appears in 1 contract
Articles of Incorporation and By-Laws. (a) The -------------------------------------- Articles of Incorporation of the Company (the “Company Articles”) shall be amended at Company, as in effect immediately prior to the Effective Time to be in of the form of Exhibit A andMerger, as so amended, such Company Articles shall be become the Restated Articles of Incorporation of the Surviving Corporation until after the Effective Time, and thereafter changed or may be amended in accordance with its terms and as provided therein or by applicable Lawlaw and this Agreement.
Appears in 1 contract
Samples: Banks and Brokers Call
Articles of Incorporation and By-Laws. (a) The Articles articles of Incorporation incorporation and by-laws of the Company (the “Company Articles”) shall be amended Sub as in effect at the Effective Time to be in the form of Exhibit A and, as so amended, such Company Articles shall be the Restated Articles articles of Incorporation incorporation and by-laws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Lawlaw; provided, that at the Effective Time, Article I of the articles of incorporation of the Surviving Corporation shall be amended to read as follows: "The name of the corporation is Data Processing Resources Corporation.".
Appears in 1 contract
Samples: Compuware Corporation
