Articles of Incorporation of the Surviving Corporation. At the Effective Time, the articles of incorporation of the Company shall be amended and restated so that the articles of incorporation of the Surviving Corporation (until amended in accordance with applicable Law) will read in full as set forth on Exhibit B.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Saunders Acquisition Corp), Agreement and Plan of Merger (Franklin Electronic Publishers Inc)
Articles of Incorporation of the Surviving Corporation. At the Effective Time, the The articles of incorporation of the Company in effect immediately prior to the Effective Time shall be amended and restated so that the articles of incorporation of the Surviving Corporation (the “Charter”), until thereafter duly amended, restated or amended in accordance with and restated as provided therein and/or by applicable Law) will read in full as set forth on Exhibit B..
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hill-Rom Holdings, Inc.), Agreement and Plan of Merger (Baxter International Inc)
Articles of Incorporation of the Surviving Corporation. At the Effective Time, the articles of incorporation of the Company as in effect immediately prior to the Effective Time shall be amended and restated to read in their entirety as set forth in Exhibit A hereto, which, as so that amended and restated, shall be the articles of incorporation of the Surviving Corporation (the “Charter”), until thereafter amended in accordance with their terms and applicable Law) will read in full as set forth on Exhibit B..
Appears in 2 contracts
Samples: Agreement and Plan of Merger (AeroGrow International, Inc.), Agreement and Plan of Merger (SMG Growing Media, Inc.)
Articles of Incorporation of the Surviving Corporation. At Unless otherwise determined by Buyer prior to the Effective Time, at the Effective Time, the articles of incorporation of the Company Surviving Corporation as in effect immediately prior to the Effective Time shall be amended and restated so that the articles of incorporation as of the Surviving Corporation (until amended Effective Time so as to contain the provisions, and only the provisions contained in accordance with applicable Law) will read in full the Amended and Restated Articles of Incorporation attached hereto as set forth on Exhibit B.A.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Omnicare Inc), Agreement and Plan of Merger (Omnicare Inc)
Articles of Incorporation of the Surviving Corporation. At the Effective Time, the articles Articles of incorporation Incorporation of the Company as in effect immediately prior to the Effective Time shall be amended and restated so that in the articles form attached hereto as Exhibit A and such Amended and Restated Articles of incorporation Incorporation shall be the Articles of Incorporation of the Surviving Corporation (until amended in accordance with applicable Law) will read in full as set forth on Exhibit B.Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (American Real Estate Investment Corp)
Articles of Incorporation of the Surviving Corporation. At The Articles of Incorporation of the Company shall, at the Effective Time, the articles of incorporation of the Company shall be amended and restated to read in their entirety as set forth on Exhibit A and, as so that amended and restated, shall be the articles Articles of incorporation Incorporation of the Surviving Corporation (the “Surviving Charter”), until amended in accordance with as provided therein and by applicable Law) will read in full as set forth on Exhibit B..
Appears in 1 contract
Samples: Investment Agreement and Agreement and Plan of Merger (Pulse Electronics Corp)
Articles of Incorporation of the Surviving Corporation. At the Effective Time, the articles of incorporation of the Company as in effect immediately prior to the Effective Time shall be amended and restated in their entirety as of the Effective Time to be in the same form as set forth in Exhibit A to this Agreement, and as so that amended shall be the articles of incorporation of the Surviving Corporation (the “Charter”) until thereafter amended in accordance as provided therein or as provided by applicable Law and consistent with applicable Law) will read in full as the obligations set forth on Exhibit B.in Section 6.12.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Craft Brew Alliance, Inc.)
Articles of Incorporation of the Surviving Corporation. At The Articles of Incorporation of the Company, as in effect immediately prior to the Effective Time, the articles of incorporation of the Company shall be amended and restated so that the articles of incorporation of the Surviving Corporation (until amended in accordance with applicable Law) will their entity to read in full as set forth on Exhibit B.A-1 attached to the Plan of Merger.
Appears in 1 contract
Articles of Incorporation of the Surviving Corporation. At the Effective Time, the articles of incorporation of the Company as in effect immediately prior to the Effective Time shall be amended and restated to read in their entirety as set forth in Exhibit B hereto, which, as so that amended and restated, shall be the articles of incorporation of the Surviving Corporation (the “Charter”), until thereafter amended in accordance with their terms, the terms of this Agreement and applicable Law) will read in full as set forth on Exhibit B..
Appears in 1 contract
Samples: Merger Agreement
Articles of Incorporation of the Surviving Corporation. At The Articles of Incorporation of the Company, as in effect immediately prior to the Effective Time, the articles of incorporation of the Company shall be amended and restated so that the articles of incorporation of the Surviving Corporation (until amended in accordance with applicable Law) will their entity to read in full as set forth on Exhibit B.EXHIBIT A-1 attached to the Plan of Merger.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sofamor Danek Group Inc)
Articles of Incorporation of the Surviving Corporation. At the Effective Time, the articles Articles of incorporation Incorporation of the Company Surviving Corporation shall be amended and restated so in their entirety to conform to the substantive portions of the Articles of Incorporation of Merger Sub as in effect immediately prior to the Effective Time; provided, however, that Article I thereof shall be amended to read as follows: "The name of this corporation is 0xxxxx.xxx, Inc." Thereafter, the articles Articles of incorporation Incorporation of the Surviving Corporation (until may be amended in accordance with applicable Law) will read in full their terms and as set forth on Exhibit B.provided by law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Primus Knowledge Solutions Inc)
Articles of Incorporation of the Surviving Corporation. At the Effective Time, the articles of incorporation of the Company as in effect immediately prior to the Effective Time shall be amended and restated in their entirety as of the Effective Time to be in the form set forth in Exhibit A to this Agreement, and as so that amended shall be the articles of incorporation of the Surviving Corporation (the “Charter”) until thereafter amended in accordance with as provided therein or as provided by applicable Law) will read in full as set forth on Exhibit B..
Appears in 1 contract
Articles of Incorporation of the Surviving Corporation. At The Articles of Incorporation of the surviving corporation, as in effect immediately prior to the Effective Time, the articles of incorporation of the Company shall be amended and restated so that the articles of incorporation as of the Surviving Corporation (until amended in accordance with applicable Law) will Effective Time to read in full as set forth on Appendix A hereto. Exhibit B.B AMENDED AND RESTATED ARTICLES OF INCORPORATION OF DENTAL RESOURCES, INC.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Dental Resources Inc)
Articles of Incorporation of the Surviving Corporation. At the Effective Time, the articles Articles of incorporation Incorporation of the Company Surviving Corporation shall be amended and restated so that in their entirety to conform to the articles Articles of incorporation Incorporation attached hereto as EXHIBIT 1.3. Thereafter, the Articles of Incorporation of the Surviving Corporation (until may be amended in accordance with applicable Law) will read in full their terms and as set forth on Exhibit B.provided by law.
Appears in 1 contract
Articles of Incorporation of the Surviving Corporation. At As of the Effective Time, the articles of incorporation of the Company as in effect immediately prior to the Effective Time shall be amended as set forth in Exhibit A and restated as so that amended shall be the articles of incorporation of the Surviving Corporation (the “Charter”), until thereafter amended in accordance with applicable Law) will read in full as set forth on Exhibit B.provided therein or by Applicable Laws (subject to Section 6.10(f)).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Zoltek Companies Inc)
Articles of Incorporation of the Surviving Corporation. At the Effective Time, the articles Articles of incorporation Incorporation of the Company Surviving Corporation shall be amended and restated so in their entirety to conform to the Articles of Incorporation of Purchaser as in effect immediately prior to the Effective Time; provided, however, that Article I thereof shall be amended to read as follows: "The name of this corporation is WebCentric, Inc." Thereafter, the articles Articles of incorporation Incorporation of the Surviving Corporation (until may be amended in accordance with applicable Law) will read in full their terms and as set forth on Exhibit B.provided by law.
Appears in 1 contract
Articles of Incorporation of the Surviving Corporation. At the Effective Time, the articles of incorporation of the Company as in effect immediately prior to the Effective Time shall be amended and restated in their entirety as of the Effective Time to be in the form set forth in Exhibit A to this Agreement, and as so that amended shall be the articles of incorporation of the Surviving Corporation (the "Charter") until thereafter amended in accordance with as provided therein or as provided by applicable Law) will read in full as set forth on Exhibit B..
Appears in 1 contract
Samples: Agreement and Plan of Merger (Whole Foods Market Inc)
Articles of Incorporation of the Surviving Corporation. At the Effective Time, the articles Articles of incorporation Incorporation of the Company Surviving Corporation shall be amended and restated so that in their entirety in a form acceptable to Parent. Thereafter, the articles Articles of incorporation Incorporation of the Surviving Corporation (until may be amended in accordance with applicable Law) will read in full their terms and as set forth on Exhibit B.provided by law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Targeted Genetics Corp /Wa/)
Articles of Incorporation of the Surviving Corporation. At the Effective Time, the articles of incorporation of the Company Surviving Corporation shall be amended and restated so that the those articles of incorporation of the Surviving Corporation (attached hereto as Exhibit B until thereafter amended in accordance with applicable Law) will read in full as set forth on Exhibit B.law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (First Security Group Inc/Tn)
Articles of Incorporation of the Surviving Corporation. At The Articles of Incorporation of Surviving Corporation, as in effect immediately prior to the Effective Time, the articles of incorporation of the Company Time shall be amended and restated so that the articles of incorporation as of the Surviving Corporation (until amended in accordance with applicable Law) will Effective Time to read in full as set forth on Exhibit B.B, a copy of which is attached hereto.
Appears in 1 contract
Samples: Plan of Merger (Corvu Corp)
Articles of Incorporation of the Surviving Corporation. At the Effective Time, the articles Articles of incorporation Incorporation of the Company Surviving Corporation shall be amended and restated so that in their entirety to conform to the articles substantive portions of incorporation the Articles of Incorporation of the Purchaser in effect immediately prior to the Effective Time. Thereafter, the Articles of Incorporation of the Surviving Corporation (until may be amended in accordance with applicable Law) will read in full their terms and as set forth on Exhibit B.provided by law.
Appears in 1 contract
Articles of Incorporation of the Surviving Corporation. At the Effective Time, the articles Articles of incorporation Incorporation of the Company Surviving Corporation shall be amended and restated so that in their entirety to conform to the articles substantive portions of incorporation the Certificate of Incorporation of the Purchaser in effect immediately prior to the Effective Time. Thereafter, the Articles of Incorporation of 9 the Surviving Corporation (until may be amended in accordance with applicable Law) will read in full their terms and as set forth on Exhibit B.provided by law.
Appears in 1 contract
