Articles of Incorporation; Bylaws. At the Effective Time, the Articles of Incorporation and the Bylaws of the Surviving Corporation shall be amended in their entirety to contain the provisions set forth in the Articles of Incorporation and the Bylaws of Merger Sub, each as in effect immediately prior to the Effective Time, as the same may be amended in accordance with Section 5.1.1 hereof.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Arthrocare Corp), Agreement and Plan of Merger (Arthrocare Corp), Agreement and Plan of Merger (Medical Device Alliance Inc)
Articles of Incorporation; Bylaws. (a) At the Effective Time, and without any further action on the Articles part of Incorporation either the Company or Merger Sub, the articles of incorporation of the Company shall be amended and restated so that they read in their entirety as set forth in Exhibit A hereto, and, as so amended and restated, shall be the Bylaws articles of incorporation of the Surviving Corporation shall be amended in their entirety to contain the provisions set forth in the Articles of Incorporation and the Bylaws of Merger Sub, each as in effect immediately prior to the Effective Time, as the same may be until thereafter amended in accordance with Section 5.1.1 hereoftheir terms and as provided by applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Harbin Electric, Inc), Agreement and Plan of Merger (Harbin Electric, Inc)
Articles of Incorporation; Bylaws. At the Effective Time, the Articles of Incorporation and the Bylaws of the Surviving Corporation shall be amended in their entirety to contain the provisions set forth in the Articles of Incorporation and the Bylaws of Merger Sub, each Acquiror as in effect they exist immediately prior to before the Effective Time, and in each case until thereafter changed or amended as the same may be amended in accordance with Section 5.1.1 hereofprovided therein or pursuant to applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Foothill Independent Bancorp), Agreement and Plan of Merger (Foothill Independent Bancorp)
Articles of Incorporation; Bylaws. (a) At the Effective Time, subject to Section 5.11, the Articles articles of Incorporation and incorporation of the Bylaws Company shall be amended so that they read in their entirety as set forth in Exhibit B hereto, and, as so amended, shall be the articles of incorporation of the Surviving Corporation shall be amended in their entirety to contain the provisions set forth in the Articles of Incorporation and the Bylaws of Merger Sub, each as in effect immediately prior to the Effective Time, as the same may be until thereafter amended in accordance with Section 5.1.1 hereoftheir terms and as provided by applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (MKS Instruments Inc), Agreement and Plan of Merger (Electro Scientific Industries Inc)
Articles of Incorporation; Bylaws. (a) At the Effective Time, the Articles articles of Incorporation incorporation of the Company shall be amended and restated in their entirety as set forth in Exhibit D, and, as so amended, shall be the Bylaws articles of incorporation of the Surviving Corporation shall be amended in their entirety to contain the provisions set forth in the Articles of Incorporation and the Bylaws of Merger Sub, each as in effect immediately prior to the Effective Time, as the same may be until thereafter amended in accordance with Section 5.1.1 hereofthe Act and as provided in such articles of incorporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Superclick Inc), Agreement and Plan of Merger (At&t Inc.)
Articles of Incorporation; Bylaws. At the Effective Time, the Articles of Incorporation and the Bylaws of the Surviving Corporation shall be amended in their entirety to contain the provisions set forth in the Articles of Incorporation and the Bylaws of Merger Sub, each as in effect immediately prior to the Effective Time, as the same may be amended in accordance with Section 5.1.1 hereof.5.10.1
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Electronics for Imaging Inc), Agreement and Plan of Merger (T/R Systems Inc)
Articles of Incorporation; Bylaws. (a) At the Effective Time, and subject to Section 7.06(a), the Articles of Incorporation and of the Bylaws Company shall be the Articles of Incorporation of the Surviving Corporation shall be until thereafter amended in their entirety to contain the provisions set forth in the as provided by Law and such Articles of Incorporation and the Bylaws of Merger Sub, each as in effect immediately prior to the Effective Time, as the same may be amended in accordance with Section 5.1.1 hereofIncorporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Labone Inc/), Agreement and Plan of Merger (Quest Diagnostics Inc)
Articles of Incorporation; Bylaws. At the Effective Time, the Articles (a) The articles of Incorporation and the Bylaws incorporation of the Surviving Corporation shall be amended in their entirety to contain the provisions set forth in the Articles of Incorporation and the Bylaws of Merger Sub, each Company as in effect immediately prior to the Effective TimeTime shall be amended and restated in their entirety, subject to Section 5.12, to read as set forth on Exhibit D hereto, and, as so amended, such articles of incorporation shall be the same may be amended in accordance with Section 5.1.1 hereofarticles of incorporation of the Surviving Corporation.
Appears in 1 contract
Articles of Incorporation; Bylaws. At the Effective Time, The Articles of Incorporation and Bylaws of Company shall be amended and restated so that the Articles of Incorporation and the Bylaws of the Surviving Corporation shall be amended in their entirety to contain the provisions set forth in the Articles of Incorporation and the Bylaws of Merger Sub, each Sub as in effect immediately prior to the Effective TimeTime shall become the Articles of Incorporation and Bylaws of the Surviving Corporation, as the same may be until duly amended in accordance with Section 5.1.1 hereofapplicable law.
Appears in 1 contract
Articles of Incorporation; Bylaws. At the Effective Time, each of the Articles of Incorporation, as amended, and the Bylaws, as amended, of the Company shall be amended and restated in its entirety to read as set forth in Exhibit 1.4A and Exhibit 1.4B, respectively, and as so amended shall be the Restated Articles of Incorporation and the Bylaws of the Surviving Corporation shall be amended in their entirety to contain the provisions set forth in the Articles of Incorporation and the Bylaws of Merger Sub, each as in effect immediately prior to the Effective Time, as the same may be until further amended in accordance with Section 5.1.1 hereofapplicable law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Nabors Industries Inc)
Articles of Incorporation; Bylaws. At the Effective Time, the Articles of Incorporation and of the Bylaws of Company as the Surviving Corporation shall be amended in their entirety to contain the provisions set forth and restated in the Articles form attached hereto as Exhibit C. At the Effective Time, the Bylaws of Incorporation and the Company as the Surviving Corporation shall be amended to read the same as the Bylaws of Merger Sub, each Sub as in effect immediately prior to the Effective Time, as the same may be amended in accordance with Section 5.1.1 hereof.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Actionpoint Inc)
Articles of Incorporation; Bylaws. At the Effective Time, the Articles of Incorporation and the Bylaws of the Surviving Corporation shall be amended in their entirety to contain the provisions set forth in the Articles of Incorporation and the Bylaws of Merger Sub, each as in effect immediately prior to the Effective Time; provided that the name of the Surviving Corporation shall be “Music & Arts Center, as the same may be amended in accordance with Section 5.1.1 hereof.Inc.”
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Articles of Incorporation; Bylaws. At the Effective Time, the Articles of Incorporation and the Bylaws of the Surviving Corporation shall be amended in their entirety to contain the provisions set forth in the Articles of Incorporation and the Bylaws of Merger Sub, each the Company as in effect they exist immediately prior to before the Effective Time, with such amendments to the Articles of Incorporation as the same may be specified in the Articles of Merger, and in each case until thereafter changed or amended in accordance with Section 5.1.1 hereofas provided therein or pursuant to applicable Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (State National Bancshares, Inc.)
Articles of Incorporation; Bylaws. At The Restated Articles of Incorporation as amended as contemplated by Section 6.11 of this Agreement and the Bylaws of the Company as in effect immediately prior to the Effective Time, Time shall be the Restated Articles of Incorporation and the Bylaws of the Surviving Corporation shall be amended in their entirety to contain the provisions set forth in the Articles of Incorporation and the Bylaws of Merger Sub, each as in effect immediately prior to the Effective Time, as the same may be until amended in accordance with Section 5.1.1 hereoftheir respective terms and as provided by applicable law.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Neenah Foundry Co)
Articles of Incorporation; Bylaws. 2.4.1 At the Effective Time, the Articles of Incorporation and the Bylaws of the Surviving Corporation shall be amended in their entirety to contain the provisions set forth in the Articles of Incorporation and the Bylaws of Merger Sub, each as Company in effect immediately prior to the Effective TimeTime shall be amended in their entirety as set forth in Exhibit D to this Agreement, and as so amended shall be the same may be Articles of Incorporation of the Surviving Corporation, until duly amended in accordance with Section 5.1.1 hereofapplicable law.
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Articles of Incorporation; Bylaws. At the Effective Time, the Articles of Incorporation and the Bylaws of the Surviving Corporation shall be amended in their entirety to contain the provisions set forth in the Articles of Incorporation and the Bylaws of Merger Sub, each Acquisition Co. as in effect immediately prior to the Effective TimeTime (except as set forth in Section 1.6 hereof), as the same may be in each case until duly amended in accordance with Section 5.1.1 hereofapplicable law.
Appears in 1 contract
Samples: Agreement And (Brown & Brown Inc)
