ARTICLES OF ORGANIZATION AND BY-LAWS. (a) The Articles of Organization of the Company shall be amended and restated at the Effective Time to read in the form of Exhibit B, and, as so amended, such Articles of Organization shall be the Articles of Organization of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.
ARTICLES OF ORGANIZATION AND BY-LAWS. The Articles of Organization and By-Laws of Surviving Company shall be the Articles of Organization and By-Laws of Buyer as in effect immediately prior to the Effective Time, until thereafter amended as provided therein and by applicable law.
ARTICLES OF ORGANIZATION AND BY-LAWS. The Company has heretofore furnished to Parent a complete and correct copy of its Restated Articles of Organization and By-Laws, as amended to date and has furnished or made available to Parent the certificate of incorporation and by-laws (or equivalent organizational documents) of each of its subsidiaries listed on Annex C hereto (such subsidiaries, collectively, the "Principal Company Subsidiaries", and their respective organizational documents, the "Principal Company Subsidiary Documents") and each of its other subsidiaries (such other subsidiaries, collectively, the "Other Company Subsidiaries", and their respective organizational documents, the "Other Company Subsidiary Documents"). Such Restated Articles of Organization and By-Laws, Principal Company Subsidiary Documents and Other Company Subsidiary Documents are in full force and effect. Neither the Company nor any of its Principal Company Subsidiaries is in violation of any of the provisions of its Restated Articles of Organization or By-Laws or Principal Company Subsidiary Documents, and none of the Other Company Subsidiaries are in violation of any of the provisions of its Other Company Subsidiary Documents, except for such violation of the Other Company Subsidiary Documents which would not reasonably be expected to have a Material Adverse Effect.
ARTICLES OF ORGANIZATION AND BY-LAWS. Subject to Section 4.15, the Articles of Organization and By-Laws of Merger Sub, in each case as in effect immediately prior to the Effective Time, shall be the Articles of Organization and By-Laws of the Surviving Corporation until thereafter changed as provided therein or by applicable law.
ARTICLES OF ORGANIZATION AND BY-LAWS. At the Effective Time, the Articles of Organization of the Merger Subsidiary shall be the Articles of Organization of the Surviving Corp. and the By-Laws of the Merger Subsidiary shall be the By-Laws of the Surviving Corp. and, subject to the rights of the Buyer as the sole stockholder, shall thereafter continue to be its Articles of Organization and By-Laws until amended as provided therein or by law.
ARTICLES OF ORGANIZATION AND BY-LAWS. (a) The Restated Articles of Organization of Excel, as in effect immediately prior to the Effective Time, shall be amended as of the Effective Time of the Merger so that Article IV of such Restated Articles of Organization reads in its entirety as follows: "The total number of shares of all classes of stock which the corporation shall have authority to issue is 200,000 shares of Common Stock, par value $1.00 per share." and, as so amended, such Restated Articles of Organization shall be the Restated Articles of Organization of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law.
ARTICLES OF ORGANIZATION AND BY-LAWS. (a) The restated articles of organization of Target, as in effect immediately prior to the Effective Time, shall be amended as of the Effective Time so that Section 3 of such restated articles of organization reads in its entirety as follows: "The total number of shares of all classes of stock which the Corporation shall have authority to issue is 1,000 shares of common stock, par value $1.00 per share.", and, as so amended, such restated articles of organization shall be the articles of organization of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law. The purpose of the Surviving Corporation shall be as set forth in the restated articles of organization of Target.
ARTICLES OF ORGANIZATION AND BY-LAWS. The Articles of Organization and By-Laws, as provided for in the Plan, shall contain the terms contemplated hereby, and the Articles of Organization shall have been filed with and accepted by the Secretary of State of the Commonwealth of Massachusetts. As of the Closing Date, the Company shall have made available to the Investor a complete and correct copy of the certificates of incorporation and the by-laws or comparable governing instruments of the Company, in full force and effect as of the Closing Date.
ARTICLES OF ORGANIZATION AND BY-LAWS. The Company shall take such steps as are permitted under the MGL to (a) amend the Restated Articles of Organization of the Company (the “Articles of Organization”) so that the Articles of Organization of MergerCo, as in effect immediately prior to the Effective Time, shall be the Articles of Organization of the Surviving Corporation until thereafter amended as provided by law and such Articles of Organization, and (b) amend the By-laws of the Company (the “By-laws”) so that the By-laws of MergerCo, as in effect immediately prior to the Effective Time, shall be the By-laws of the Surviving Corporation until thereafter amended as provided by law, by the Articles of Organization of the Surviving Corporation and by such By-laws. Notwithstanding the foregoing, the name of the Surviving Corporation shall be “The First Years Inc.” and the Articles of Organization and By-laws of the Surviving Corporation shall so provide.
ARTICLES OF ORGANIZATION AND BY-LAWS. The articles of organization of the Company in effect at the Effective Time shall be the articles of organization of the Surviving Corporation until amended. The by-laws of W3TCO in effect at the Effective Time shall be the by-laws of the Surviving Corporation, until amended.
