Common use of Certain Effects of the Merger Clause in Contracts

Certain Effects of the Merger. At and as of the Effective ----------------------------- Time, (a) Newco will be merged with and into the Company in accordance with the provisions of the Limited Liability Company Act, (b) Newco will cease to exist as a separate legal entity, (c) the Company will be the Surviving Company and, as such, will, all with the effect provided by the Limited Liability Company Act, (i) possess all the properties and rights, and be subject to all the restrictions and duties, of the Company and Newco and (ii) be governed by the laws of the State of Maryland, (d) the Charter Documents of the Company then in effect will become and thereafter remain (until changed in accordance with (i) applicable law, in the case of the articles of organization or (ii) [their terms, in the case of the regulations)] Charter Documents of the Surviving Company, (e) the initial managers of the Surviving Company will be the Persons named in Schedule 2.03, who will hold the position of managers of the Surviving Company subject to the provisions of the applicable laws of the State of Maryland and the Charter Documents of the Surviving Company, and (f) the officers of the Surviving Corporation immediately following the Merger will be as set forth in Schedule 2.03, and each of the Persons so designated in Schedule 2.03 will serve in each office specified for that Person in Schedule 2.03, subject to the provisions of the Charter Documents of the Surviving Company, until his or her successor is duly elected to, and, if necessary, qualified for, that office.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Work International Corp)

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Certain Effects of the Merger. At and as of the Effective ----------------------------- Time, Time (a1) Newco the Company will be merged with and into the Company Invatec Sub in accordance with the provisions of the Limited Liability Company ActGeneral Corporation Law of the State of Delaware, (b2) Newco the Company will cease to exist as a separate legal entity, (c3) the Company Invatec Sub will be the Surviving Company and, as such, will, all with the effect provided by the Limited Liability Company Act, General Corporation Law of the State of Delaware (ia) possess all the properties and rights, and be subject to all the restrictions restrictions, duties and dutiesobligations, of the Company and Newco Invatec Sub and (iib) be governed by the laws of the State of MarylandDelaware, (d4) the Charter Documents of the Company Invatec Sub then in effect will become and thereafter remain (until changed in accordance with (ia) applicable law, law (in the case of the articles Certificate of organization Incorporation) or (iib) [their terms, terms (in the case of the regulationsBylaws)] ) the Charter Documents of the Surviving Company, except that the Certificate of Incorporation shall be amended to change the name of the Surviving Company to "Plant Maintenance, Inc." (e5) the initial managers member of the Board of Directors of the Surviving Company will be the Persons named in Schedule 2.03William E. Haynes, who and he will hold the position office of managers director of the Surviving Company Sxxxxxxxx Xxxxxxx, subject to the provisions of the applicable laws of the State of Maryland Oklahoma and the Charter Documents of the Surviving Company, and (f6) the initial officers of the Surviving Corporation immediately following the Merger Company will be as set forth in Schedule 2.03below, and each of the Persons so designated in Schedule 2.03 those persons will serve in each office specified for that Person in Schedule 2.03person below, subject to the provisions of the Charter Documents of the Surviving Company, until his or her that person's successor is duly elected to, and, if necessary, qualified for, that office.: OFFICE: NAME:

Appears in 1 contract

Samples: Merger Agreement (Innovative Valve Technologies Inc)

Certain Effects of the Merger. At and as of the Effective ----------------------------- Time, (a1) Newco the Company will be merged with and into the Company Invatec Sub in accordance with the provisions of the Limited Liability Company ActDGCL, (b2) Newco the Company will cease to exist as a separate legal entity, (c3) the Company Invatec Sub will be the Surviving Company and, as such, will, all with the effect provided by the Limited Liability Company ActDGCL, (ia) possess all the properties and rights, and be subject to all the restrictions restrictions, duties and dutiesobligations, of the Company and Newco Invatec Sub and (iib) be governed by the laws of the State of MarylandDelaware, (d4) the Charter Documents of the Company Invatec Sub then in effect will become and thereafter remain (until changed in accordance with (ia) applicable law, law (in the case of the articles Certificate of organization Incorporation) or (iib) [in accordance with their terms, terms (in the case of By-laws)), the regulations)] Charter Documents of the Surviving Company, except that the Certificate of Incorporation shall be amended to change the name of the Surviving Company to "IPSCO Holding, Inc.," (e5) the initial managers member of the Board of Directors of the Surviving Company will be the Persons named in Schedule 2.03William E. Haynes, who will hold the position of managers of the Surviving Company subject to the provisions of the applicable laws of the State of Maryland txx Xxxxx xx Xxxxxare and the Charter Documents of the Surviving Company, and (f6) the initial officers of the Surviving Corporation immediately following the Merger Company will be as set forth in Schedule 2.03below, and each of the Persons so designated in Schedule 2.03 those persons will serve in each office specified for that Person in Schedule 2.03person below, subject to the provisions of the Charter Documents of the Surviving Company, until his or her that person's successor is duly elected to, and, if necessary, qualified for, that office.:

Appears in 1 contract

Samples: Merger Agreement (Innovative Valve Technologies Inc)

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Certain Effects of the Merger. At and as of the Effective ----------------------------- Time, (a1) Newco the Company will be merged with and into the Company Invatec Sub in accordance with the provisions of the Limited Liability Company ActGeneral Corporation Law of the State of Delaware, (b2) Newco the Company will cease to exist as a separate legal entity, (c3) the Company Invatec Sub will be the Surviving Company and, as such, will, all with the effect provided by the Limited Liability Company Act, General Corporation Law of the State of Delaware (ia) possess all the properties and rights, and be subject to all the restrictions restrictions, duties and dutiesobligations, of the Company and Newco Invatec Sub and (iib) be governed by the laws of the State of MarylandDelaware, (d4) the Charter Documents of the Company Invatec Sub then in effect will become and thereafter remain (until changed in accordance with (ia) applicable law, law (in the case of the articles Certificate of organization Incorporation) or (iib) [their terms, terms (in the case of the regulationsBylaws)] ) the Charter Documents of the Surviving Company, except that the Certificate of Incorporation shall be amended to change the name of the Surviving Company to "Colonial Process Equipment & Service Co., Inc." (e5) the initial managers member of the Board of Directors of the Surviving Company will be the Persons named in Schedule 2.03William E. Haynes, who and he will hold the position office of managers director of the Surviving Company Sxxxxxxxx Xxxxxxx, subject to the provisions of the applicable laws of the State of Maryland Massachusetts and the Charter Documents of the Surviving Company, and (f6) the initial officers of the Surviving Corporation immediately following the Merger Company will be as set forth in Schedule 2.03below, and each of the Persons so designated in Schedule 2.03 those persons will serve in each office specified for that Person in Schedule 2.03person below, subject to the provisions of the Charter Documents of the Surviving Company, until his or her that person's successor is duly elected to, and, if necessary, qualified for, that office.: OFFICE: NAME:

Appears in 1 contract

Samples: Merger Agreement (Innovative Valve Technologies Inc)

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