Common use of Articles of Incorporation and Bylaws of the Surviving Corporation Clause in Contracts

Articles of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time, (i) the Articles of Incorporation of Company as in effect immediately prior to the Effective Time shall be the Articles of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Articles of Incorporation, and (ii) the Bylaws of Company as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation until thereafter amended as provided by law, the Articles of Incorporation of the Surviving Corporation and such Bylaws.

Appears in 5 contracts

Samples: Schedules to Agreement (NuGene International, Inc.), Agreement and Plan of Merger (Canfield Medical Supply, Inc.), Schedules to Agreement (Bling Marketing, Inc.)

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Articles of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time, (i) the Articles articles of Incorporation incorporation of the Company as in effect immediately prior to the Effective Time shall be the Articles articles of Incorporation incorporation of the Surviving Corporation until thereafter amended as provided by law and such Articles in accordance with applicable law. The bylaws of IncorporationMerger Sub, and (ii) the Bylaws of Company as in effect immediately prior to the Effective Time Time, shall be the Bylaws bylaws of the Surviving Corporation until thereafter amended as provided by law, in accordance with applicable law and the Articles terms of Incorporation of the Surviving Corporation and such Bylawsbylaws.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Capital Bank Financial Corp.), Agreement and Plan of Merger (Southern Community Financial Corp), Agreement and Plan of Merger (Capital Bank Financial Corp.)

Articles of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time, (i) the Articles of Incorporation of Company as in effect immediately prior to From the Effective Time shall be the Articles of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Articles of Incorporation, and (ii) the Bylaws of Company as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation until thereafter amended as provided by law, the Articles articles of Incorporation incorporation and bylaws of the Company, as in effect immediately prior to the Effective Time, shall be the articles of incorporation and bylaws of the Surviving Corporation and such BylawsCorporation.

Appears in 3 contracts

Samples: Plan of Merger and Acquisition Agreement (Extendicare Health Services Inc), Plan of Merger and Acquisition Agreement (Extendicare Inc /Can/), Plan of Merger and Acquisition Agreement (Assisted Living Concepts Inc)

Articles of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time, (i) the Articles articles of Incorporation incorporation and bylaws of Company the Company, as in effect immediately prior to the Effective Time, shall be amended and restated as of the Effective Time to be in the form of Exhibit A and the bylaws of Merger Sub (except with respect to the name of the Company), respectively, and as so amended and restated shall be the Articles articles of Incorporation incorporation and bylaws of the Surviving Corporation until thereafter amended as provided therein or by law applicable Law (and such Articles of Incorporation, and (ii) the Bylaws of Company as in effect immediately prior subject to the Effective Time shall be the Bylaws of the Surviving Corporation until thereafter amended as provided by law, the Articles of Incorporation of the Surviving Corporation and such BylawsSection 5.06 hereof).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Akorn Inc), Agreement and Plan of Merger (Fresenius SE & Co. KGaA)

Articles of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time, (i) the 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 until thereafter amended as provided by law and such Articles of Incorporation, and (ii) the Bylaws of the Company as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation until thereafter amended as provided by law, the Articles of Incorporation of the Surviving Corporation and such Bylaws.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Cascade Technologies Corp), Agreement and Plan of Merger (Graham Field Health Products Inc)

Articles of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time, (i) the The Articles of Incorporation of the Company as in effect immediately prior to the Effective Time shall and as amended by the Articles of Merger shall, from and after the Effective Time, be the Articles of Incorporation of the Surviving Corporation until thereafter changed or amended as provided by law and such Articles of Incorporation, and (ii) the therein or in accordance with applicable Law. The Bylaws of the Company as in effect immediately prior to the Effective Time shall shall, from and after the Effective Time, be the Bylaws of the Company of the Surviving Corporation Corporation, until thereafter changed or amended as provided by law, the Articles of Incorporation of the Surviving Corporation and such Bylawstherein or in accordance with applicable Law.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (RMR Industrials, Inc.), Agreement and Plan of Merger (RMR Industrials, Inc.)

Articles of Incorporation and Bylaws of the Surviving Corporation. (a) At the Effective TimeTime and without further action, (i) the Articles of Incorporation of Company the Company, as in effect immediately prior to the Effective Time Time, shall be the Articles of Incorporation of the Surviving Corporation until thereafter amended as provided by law therein and such Articles of Incorporation, and (ii) in accordance with the Bylaws of Company as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation until thereafter amended as provided by law, the Articles of Incorporation of the Surviving Corporation and such Bylaws.IBCL; and

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Us 1 Industries Inc), Agreement and Plan of Merger (Us 1 Industries Inc)

Articles of Incorporation and Bylaws of the Surviving Corporation. (a) At the Effective Time, (i) the Articles of Incorporation of the Company ("Company Articles of Incorporation"), as in effect immediately prior to the --------------------------------- Effective Time Time, shall thereupon be the Articles of Incorporation of the Surviving Corporation Corporation, until thereafter duly amended in accordance with applicable Law and as provided by law and in such Articles of Incorporation, and (ii) the Bylaws of Company as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation until thereafter amended as provided by law, the Articles of Incorporation of the Surviving Corporation and such Bylaws.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Ginsburg Scott K), Agreement and Plan of Merger (Digital Generation Systems Inc)

Articles of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time, (i) the Articles of Incorporation of Company the Surviving Corporation shall be amended to read in their entirety (except for the corporate name) as set forth in the Articles of Incorporation of Sub as in effect immediately prior to the Effective Time shall be the Articles of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Articles of Incorporation, and (ii) the Bylaws of Company Sub as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation until thereafter amended as provided by law, the Articles of Incorporation of the Surviving Corporation and such Bylaws.. 1.05

Appears in 1 contract

Samples: Agreement and Plan of Merger (General Scanning Inc \Ma\)

Articles of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time, (i) the Articles of Incorporation of Company the Merger Sub as in effect immediately prior to the Effective Time shall be the Articles of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Articles of Incorporation, and (ii) the Bylaws of Company the Merger Sub as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation until thereafter amended as provided by law, the Articles of Incorporation of the Surviving Corporation and such Bylaws.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Pre Cell Solutions Inc/)

Articles of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time, (i) the The Articles of Incorporation of Company each of the Corporations, as in effect immediately prior to the Effective Time Time, shall be the Articles of Incorporation of the respective Surviving Corporation Corporations, until thereafter amended as provided by law in accordance with the provisions thereof and such Articles of Incorporation, and (ii) the applicable law. The Bylaws of Company as each of the Corporations in effect immediately prior to at the Effective Time shall be the Bylaws of the respective Surviving Corporation Corporations until thereafter amended as provided by in accordance with the provisions thereof and applicable law, the Articles of Incorporation of the Surviving Corporation and such Bylaws.. 1.5

Appears in 1 contract

Samples: Agreement and Plan of Merger (Waste Connections Inc/De)

Articles of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time, (i) the 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 until thereafter amended as provided by law and such Articles of Incorporation, and (ii) the Bylaws of Company as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation until thereafter amended as provided by law, the Articles of Incorporation of the Surviving Corporation and such Bylaws.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Geodynamics Corp)

Articles of Incorporation and Bylaws of the Surviving Corporation. At As a result of the Merger and at the Effective Time, (i) the Articles of Incorporation of the Company as in effect immediately prior to before the Effective Time Time, shall be the Articles of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Articles of Incorporation, law; and (ii) the Bylaws of Company the Company, as in effect immediately prior to before the Effective Time Time, shall be the Bylaws of the Surviving Corporation until thereafter amended as provided by law, the Articles of Incorporation of the Surviving Corporation and such Bylaws.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Industrial Holdings Inc)

Articles of Incorporation and Bylaws of the Surviving Corporation. At As a result of the Merger and at the Effective Time, (ia) the Articles of Incorporation of the Company as in effect immediately prior to before the Effective Time Time, shall be the Articles of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Articles of Incorporation, law; and (iib) the Bylaws of Company the Company, as in effect immediately prior to before the Effective Time Time, shall be the Bylaws of the Surviving Corporation until thereafter amended as provided by law, the Articles of Incorporation of the Surviving Corporation and such Bylaws.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Industrial Holdings Inc)

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Articles of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time, (i) the 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 shall be Time, and the Articles of Incorporation Bylaws of the Surviving Corporation until thereafter amended as provided by law and such Articles of Incorporation, and (ii) shall be the Bylaws of Company Purchaser as in effect immediately prior to the Effective Time shall be Time, except that the Bylaws of shall contain the Surviving Corporation until thereafter amended as provided indemnification and exculpation provisions required by law, the Articles of Incorporation of the Surviving Corporation and such BylawsSection 4.7(a).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Watkins Johnson Co)

Articles of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time, (i) the Articles articles of Incorporation incorporation and the bylaws of the Company as in effect immediately prior to the Effective Time (subject to any amendment to the articles of incorporation set forth in the Agreement of Merger) shall be the Articles articles of Incorporation incorporation and bylaws of the Surviving Corporation until thereafter amended as provided by law in accordance with applicable Law. The directors of Merger Sub and such Articles of Incorporation, and (ii) the Bylaws officers of Company as in effect immediately prior to the Effective Time shall be serve as the Bylaws directors and officers of the Surviving Corporation Corporation, respectively, until thereafter amended as provided by law, their successors are duly appointed or elected in accordance with the Articles articles of Incorporation incorporation and bylaws of the Surviving Corporation and such BylawsCorporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Banc of California, Inc.)

Articles of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time, (i) the The Articles of Incorporation of Company the Corporation, as in effect immediately prior to the Effective Time Time, shall be the Articles of Incorporation of the Surviving Corporation Corporation, until thereafter amended as provided by law in accordance with the provisions thereof and such Articles of Incorporation, and (ii) the applicable law. The Bylaws of Company as the Corporation in effect immediately prior to at the Effective Time shall be the Bylaws of the respective Surviving Corporation until thereafter amended as provided by in accordance with the provisions thereof and applicable law, the Articles of Incorporation of the Surviving Corporation and such Bylaws.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Waste Connections Inc/De)

Articles of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time, (i) the Articles articles of Incorporation incorporation and bylaws of Company the Company, as in effect immediately prior to the Effective Time, shall be amended and restated as of the Effective Time to be in the form of (except with respect to the name of the Company) the articles of incorporation and bylaws of Merger Sub, and as so amended shall be the Articles articles of Incorporation incorporation and bylaws of the Surviving Corporation until thereafter amended as provided therein or by law applicable Law (and such Articles of Incorporation, and (ii) the Bylaws of Company as in effect immediately prior subject to the Effective Time shall be the Bylaws of the Surviving Corporation until thereafter amended as provided by law, the Articles of Incorporation of the Surviving Corporation and such BylawsSection 6.7 hereof).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Precision Castparts Corp)

Articles of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time, (i) the Articles Certificate of Incorporation of Company Sub as in effect immediately prior to the Effective Time shall be the Articles of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Articles Certificate of Incorporation, and (ii) the Bylaws of Company Sub as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation until thereafter amended as provided by law, the Articles of Incorporation of the Surviving Corporation and such Bylaws.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Fpa Medical Management Inc)

Articles of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time, (ia) the Articles Certificate of Incorporation of Company Parent as in effect immediately prior to the Effective Time shall be the Articles of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Articles Certificate of Incorporation, and (iib) the Bylaws of Company Parent as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation until thereafter amended as provided by law, the Articles of Incorporation of the Surviving Corporation and such Bylaws.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Eco Form International Inc)

Articles of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time, (i) the Articles of Incorporation of Company Atmos as in effect immediately prior to the Effective Time shall be the Articles of Incorporation of the Surviving Corporation until thereafter amended as provided by law Law and such Articles of Incorporation, and (ii) the Bylaws of Company Atmos as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation until thereafter amended as provided by lawLaw, the Articles of Incorporation of the Surviving Corporation and such Bylaws.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Atmos Energy Corp)

Articles of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time, (i) the Articles Certificate of Incorporation of the Company as in effect immediately prior to the Effective Time shall be the Articles Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Articles Certificate of Incorporation, and (ii) the Bylaws of the Company as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation until thereafter amended as provided by law, the Articles Certificate of Incorporation of the Surviving Corporation and such Bylaws.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Pre Cell Solutions Inc/)

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