Common use of Memorandum and Articles of Association of Surviving Company Clause in Contracts

Memorandum and Articles of Association of Surviving Company. At the Effective Time, the memorandum and articles of association adopted by the Surviving Company shall be in the form provided at Appendix II to the Plan of Merger, which shall be substantially in the same form as the memorandum and articles of association of Merger Sub as in effect immediately prior to the Effective Time until thereafter amended as provided by Law and such memorandum and articles of association subject to certain differences, including that at the Effective Time (a) clause I of the memorandum of association of the Surviving Company shall be amended to read as follows: “The name of the Company is “eHi Car Services Limited” and the articles of association of the Surviving Company shall be amended to refer to the name of the Surviving Company as “eHi Car Services Limited”, and (b) references therein to the authorized share capital of Merger Sub shall be amended to refer to the actual authorized share capital of the Surviving Company as approved in the Plan of Merger, if necessary.

Appears in 7 contracts

Samples: Plan of Merger (Ctrip Investment Holding Ltd.), Plan of Merger (Ocean Imagination L.P.), Agreement and Plan of Merger (Zhang Ray Ruiping)

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Memorandum and Articles of Association of Surviving Company. At the Effective Time, the memorandum and articles of association adopted by of the Surviving Company shall be amended to read in the form provided at Appendix II to the Plan of Merger, which shall be substantially in their entirety the same form as the memorandum and articles of association of Merger Sub Sub, as in effect immediately prior to the Effective Time (which shall include the provisions required by Section 6.5(a) hereof), until thereafter amended as provided by Law and such memorandum and articles of association (but subject to certain differencesSection 6.5(a) hereof); provided, including that however, that, at the Effective Time Time, (a) clause I of all references in the memorandum of association of the Surviving Company shall be amended to read as follows: “The name of the Company is “eHi Car Services Limited” and the articles of association to the name of the Surviving Company shall be amended to refer to the name of the Surviving Company as eHi Car Services Limited”, CHINA XXXX XXXX WIND POWER GROUP LIMITED” and (b) references therein to the authorized share capital of Merger Sub the Surviving Company shall be amended to refer to the actual authorized share capital of the Surviving Company as approved in the Plan of Merger, if necessary.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Chuanwei Zhang), Agreement and Plan of Merger (China Ming Yang Wind Power Group LTD)

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Memorandum and Articles of Association of Surviving Company. At the Effective Time, and without any further action on the part of the parties hereto, the memorandum and articles of association adopted of the Company will be amended and restated by deletion in their entirety and the Surviving Company shall be substitution in their place of the memorandum and articles of association in the form provided at Appendix II attached to the Plan of Merger, which shall be substantially substantively in the same form as of the memorandum and articles of association of Merger Sub as then in effect immediately prior to the Effective Time until thereafter amended as provided by Law and such memorandum and articles of association subject to certain differences(except that, including that at the Effective Time Time, (ai) clause Article I of the memorandum of association of the Surviving Company shall be amended to be and read as follows: “The name of the Company company is “eHi Car Services LimitedPerfect World Co., Ltd.” and the articles of association of the Surviving Company shall be amended to refer to the name of the Surviving Company as “eHi Car Services Limited”Perfect World Co., Ltd.” and (bii) references therein to the authorized share capital of Merger Sub shall the Surviving Company will be amended as necessary to refer to correctly describe the actual authorized share capital of the Surviving Company as approved in the Plan of Merger, if necessaryuntil thereafter changed or amended as provided therein or by applicable Law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Perfect World Co., Ltd.)

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