Common use of Actions to be Taken Clause in Contracts

Actions to be Taken. Upon performance of all of the covenants and obligations of the parties contained herein and upon fulfillment (or waiver) of all of the conditions to the obligations of the parties contained herein, at the Effective Time of the Merger (as hereinafter defined) and pursuant to the Business Corporation Act of the State of Minnesota (the "MBCA"), the following shall occur: (a) Newco shall be merged with and into the Company, which shall be the surviving corporation (the "Surviving Corporation"). The separate existence and corporate organization of Newco shall cease at the Effective Time of the Merger, and thereupon the Company and Newco shall be a single corporation, the name of which shall be TSI Incorporated. The Company, as the Surviving Corporation, shall succeed, insofar as permitted by law, to all of the rights, assets, liabilities and obligations of Newco in accordance with the MBCA. (b) The Articles of Incorporation of Newco shall be the articles of incorporation of the Surviving Corporation until amended as provided by law. (c) The By-Laws of Newco shall be the by-laws of the Surviving Corporation until amended as provided by law. (d) Until changed in accordance with the articles of incorporation and by-laws of the Surviving Corporation, Xxxxx X. Doubles, Xxxx X. Xxxxx and Xxxx X. Xxxxxxx shall be the directors of the Surviving Corporation. (e) Until changed in accordance with the articles of incorporation and by-laws of the Surviving Corporation, the following persons shall be the officers of the Surviving Corporation: Name Office Xxxx X. Xxxxx Chairman Xxxxx X. Doubles President & CEO Xxxxxx X. Xxxxxxx Senior V. P. of Business Development Xxxxxx X. Xxxxxxxxx Vice President and Chief Financial Officer Xxxxx Xxxxxxx Vice President of Technology Xxxxx X. Xxxxxxxx Secretary and Corporate Counsel (f) As soon as practicable after the terms and conditions of this Agreement have been satisfied, and upon consummation of the closing referred to in Section 8 hereof (the "Closing"), articles of merger consistent with this Agreement in the form prescribed by, and properly executed in accordance with, the MBCA and the BCL, in form and substance satisfactory to the parties hereto (the "Articles of Merger"), shall be filed with the Secretary of State of the State of Minnesota. The Merger shall become effective on the date and time on which the Articles of Merger are properly filed with such Secretary of State pursuant to the MBCA, and if the Articles are not filed the same time then the Merger shall become effective on the later of the two times of filing, or at such later time as the Company and Purchaser shall agree and shall specify in the Articles of Merger. As used in this Agreement, the "Effective Time of the Merger" shall mean such time.

Actions to be Taken. Upon performance Subject to the terms and conditions of all of this Agreement, including the covenants and obligations of the parties contained herein and upon fulfillment (or waiver) of all of the conditions to the obligations of the parties contained herein, at the Effective Time of the Merger Date (as hereinafter defined) and pursuant to the Business Corporation Act laws of the State States of Minnesota (the "MBCA")Colorado and Nevada, the following shall occur: (a) Newco Target shall be merged with with: and into Sub (such transaction hereafter referred to as the Company"Merger"), which and Sub shall be the surviving corporation (the "Surviving Corporation"). The separate existence and corporate organization of Newco Target shall cease at the Effective Time upon filing of the MergerArticles of Merger with the Colorado Secretary of State and the Nevada Secretary of State, and thereupon the Company Sub and Newco Target shall be a single corporation, corporation and will continue to be governed by the name of which shall be TSI Incorporated. The Company, as the Surviving Corporation, shall succeed, insofar as permitted by law, to all laws of the rights, assets, liabilities and obligations State of Newco in accordance with the MBCAColorado. (b) The Articles of Incorporation of Newco Sub shall be the articles Articles of incorporation Incorporation of the Surviving Corporation until amended as provided by lawfrom and after the Effective Date, subject to the right of the Surviving Corporation to amend its Articles of Incorporation in accordance with the laws of the State of Colorado. (c) The By-Laws of Newco Sub as they shall exist on the Effective Date shall be and remain the by-laws bylaws of the Surviving Corporation until the same shall be altered, amended and repealed as provided by lawtherein provided. (d) Until changed in accordance with the articles The officers and directors of incorporation Parent and by-laws Sub shall resign as of the Surviving Corporation, Xxxxx X. Doubles, Xxxx X. Xxxxx Effective Date and Xxxx X. Xxxxxxx the persons set forth on Schedule 1.1(d) shall be the directors officers and directors, respectively, of the Parent and the Surviving CorporationCorporation until their successors shall have been elected and qualified. (e) Until changed in accordance with the articles of incorporation and by-laws of the Surviving Corporation, the following persons shall be the officers of the Surviving Corporation: Name Office Xxxx X. Xxxxx Chairman Xxxxx X. Doubles President & CEO Xxxxxx X. Xxxxxxx Senior V. P. of Business Development Xxxxxx X. Xxxxxxxxx Vice President and Chief Financial Officer Xxxxx Xxxxxxx Vice President of Technology Xxxxx X. Xxxxxxxx Secretary and Corporate Counsel (f) As soon as practicable after following fulfillment or waiver of the terms conditions specified in Sections 7 and conditions of 8 hereof, and provided that this Agreement have has not been satisfiedterminated or abandoned pursuant to Section 12, and upon consummation of the closing referred to in Section 8 hereof (the "Closing"), articles of merger consistent with Constituent Corporations will cause this Agreement in the form prescribed by, and properly executed in accordance with, the MBCA and the BCL, in form and substance satisfactory Plan of Merger ("Merger Agreement") to the parties hereto (the "Articles of Merger"), shall be filed with the office of the Secretary of State of the State of MinnesotaColorado, and will cause a copy of this Agreement certified by the Secretary of State of Colorado to be filed with the office of the Secretary of State of the State of Nevada. The Subject to and in accordance with the laws of the States of Colorado and Nevada, the Merger shall will become effective on at the date and time on which the Articles Article of Merger are properly is filed with such the office of the Secretary of State pursuant to the MBCA, and if the Articles are not filed the same time then the Merger shall become effective on the later of the two times of filing, Colorado or at such later time or date as the Company and Purchaser shall agree and shall specify May be specified in the Articles Article of Merger. As used in this Agreement, Merger (the "Effective Time Date"). Each of the Merger" shall mean such timeparties will use its best efforts to cause the Merger to be consummated, as soon as practicable following the fulfillment or waiver of the conditions specified in Sections 7 and 8 hereof, but no later than August 31, 1999 ("Closing Date").

Actions to be Taken. Upon performance of all of the covenants and obligations of the parties contained herein and upon fulfillment (or waiver) of all of the conditions to the obligations of the parties contained herein, at the Effective Time of the Merger (as hereinafter defined) and pursuant to the Business General Corporation Act Law of the State of Minnesota Delaware (the "MBCAGCL"), the following shall occur: (a) Newco shall be merged with and into the Company, which shall be the surviving corporation (the "Surviving Corporation"). The separate existence and corporate organization of Newco shall cease at the Effective Time of the Merger, and thereupon the Company and Newco shall be a single corporation, the name of which shall be TSI Incorporated. Clinical Partners, Inc. The Company, as the Surviving Corporation, shall succeed, insofar as permitted by law, to all of the rights, assets, liabilities and obligations of Newco in accordance with the MBCAGCL. (b) The Articles Certificate of Incorporation of Newco the Company shall be and remain the articles certificate of incorporation of the Surviving Corporation until amended as provided by law. (c) The By-Laws of Newco the Company shall be and remain the by-laws of the Surviving Corporation until amended as provided by law. (d) Until changed in accordance with the articles of incorporation and by-laws of the Surviving Corporation, Xxxxxxx X. Xxxxxx, XX, Xxxxx X. DoublesXxxxxxxxxxx, Xxxx and Xxxxxx X. Xxxxx and Xxxx X. Xxxxxxx shall be the directors of the Surviving Corporation. (e) Until changed in accordance with the articles of incorporation and by-laws of the Surviving Corporation, the following persons shall be the officers of the Surviving Corporation: Name Office Xxxx ---- ------ Xxxxxxx X. Xxxxx Xxxxxx, XX Chairman Xxxxx X. Doubles Xxxxxxxxxxx President & CEO Xxxxxx X. Xxxxxxx Senior V. P. of Business Development Xxxxxx X. Xxxxxxxxx Xxxx Vice President and Vice President, Chief Financial Officer Xxxxxx X. Xxxxx and Secretary Xxxxxxx Vice President of Technology Xxxxx X. Xxxxxxxx Secretary and Corporate CounselXxxxxxxxx Assistant Secretary (f) As soon as practicable after the terms and conditions of this Agreement have been satisfied, and upon consummation of the closing referred to in Section 8 Article VII hereof (the "Closing"), articles of merger consistent with this Agreement in the form prescribed by, and properly executed in accordance with, with the MBCA and the BCLGCL, in form and substance satisfactory to the parties hereto and providing for immediate effectiveness of the Merger (the "Articles of Merger"), shall be filed with the Secretary of State of the State of MinnesotaDelaware. The Merger shall become effective on the date and at the time on which the Articles of Merger are properly filed with such Secretary of State pursuant to the MBCA, and if the Articles are not filed the same time then the Merger shall become effective on the later of the two times of filing, or at such later time as the Company and Purchaser shall agree and shall specify in the Articles of MergerGCL. As used in this Agreement, the "Effective Time of the Merger" shall mean such date and time.

Actions to be Taken. Upon performance (or waiver) of all of the covenants and obligations of the parties contained herein and upon fulfillment (or waiver) of all of the conditions to the obligations of the parties contained herein, at the Effective Time of the Merger (as hereinafter defineddefined below) and pursuant to the Business Corporation Act of the State of Minnesota California Corporations Code (the "MBCACCC"), ) the following shall will occur: (a) Newco shall ARI will be merged with and into Sub in accordance with Section 368(a) of the Company, which shall Code. Sub will be the surviving corporation (the "Surviving CorporationSURVIVING CORPORATION"). The , and the separate existence and corporate organization of Newco shall cease at the Effective Time of the MergerARI will cease, and thereupon the Company ARI and Newco shall Sub will be a single corporationcorporation known as "AR Industries, the name of which shall be TSI Incorporated. The CompanyInc."; (b) Sub, as the Surviving Corporation, shall will succeed, insofar as permitted by law, to all of the rights, assets, liabilities and obligations of Newco ARI in accordance with the MBCA.CCC; (bc) The the Articles of Incorporation and Bylaws of Newco shall Sub will be the articles Articles of incorporation Incorporation and Bylaws of the Surviving Corporation until amended as provided by law.; (cd) The By-Laws officers and directors of Newco shall Sub will be the by-laws initial officers and directors of the Surviving Corporation until amended as provided by law. (d) Until changed at and after the Effective Time, each to hold office in accordance with the articles Articles of incorporation Incorporation and by-laws of the Surviving Corporation, Xxxxx X. Doubles, Xxxx X. Xxxxx and Xxxx X. Xxxxxxx shall be the directors Bylaws of the Surviving Corporation. (e) Until changed in accordance with the articles of incorporation and by-laws of the Surviving Corporation, the following persons shall be the officers of the Surviving Corporation: Name Office Xxxx X. Xxxxx Chairman Xxxxx X. Doubles President & CEO Xxxxxx X. Xxxxxxx Senior V. P. of Business Development Xxxxxx X. Xxxxxxxxx Vice President and Chief Financial Officer Xxxxx Xxxxxxx Vice President of Technology Xxxxx X. Xxxxxxxx Secretary and Corporate Counsel (f) As soon as practicable after each condition to the terms obligations of iGo and conditions Sub and ARI hereunder has been satisfied or waived, an Agreement of this Agreement have been satisfiedMerger, in the form attached hereto as EXHIBIT A and upon consummation of properly completed and executed in accordance with the closing referred to in Section 8 hereof CCC (the "ClosingMERGER AGREEMENT"), articles of merger consistent with this Agreement in the form prescribed by, and properly executed in accordance with, the MBCA and the BCL, in form and substance satisfactory to the parties hereto (the "Articles of Merger"), shall ) will be filed with the Secretary of State of the State of MinnesotaCalifornia, together with the required officers' certificates. The Merger shall will become effective at the time and on the date the Merger Agreement is so filed. The date and time on which the Articles of Merger are properly filed with such Secretary of State pursuant to the MBCA, and if the Articles are not filed the same time then when the Merger shall become becomes effective on the later of the two times of filing, or at such later time is referred to herein as the Company and Purchaser shall agree and shall specify in the Articles of Merger. As used in this Agreement, the "Effective Time of the Merger" shall mean such timeEFFECTIVE TIME."

Actions to be Taken. Upon performance Subject to the terms and conditions of all of this Agreement, including the covenants and obligations of the parties contained herein and upon fulfillment (or waiver) of all of the conditions to the obligations of the parties contained herein, at the Effective Time of the Merger (as hereinafter defined) and pursuant to the Business Corporation Act laws of the State States of Minnesota (the "MBCA")Colorado and California, the following shall occur: (a) Newco Target shall be merged with and into Sub (such transaction hereafter referred to as the Company"Merger"), which and Sub shall be the surviving corporation (the "Surviving Corporation"). The separate existence and corporate organization of Newco Target shall cease at the Effective Time upon filing of the MergerArticles of Merger with the Colorado Secretary of State and the California Secretary of State, and thereupon the Company Sub and Newco Target shall be a single corporation, corporation and will continue to be governed by the name of which shall be TSI Incorporated. The Company, as the Surviving Corporation, shall succeed, insofar as permitted by law, to all laws of the rights, assets, liabilities and obligations State of Newco in accordance with the MBCAColorado. (b) The Articles of Incorporation of Newco Sub attached as EXHIBIT 1.1(b) hereto shall be constitute the articles of incorporation of the Surviving Corporation until amended as provided by lawCorporation. (c) The By-Laws of Newco Sub in the form attached as EXHIBIT 1.1(c) shall be constitute the by-laws of the Surviving Corporation until amended as provided by lawCorporation. (d) Until changed in accordance with the articles The officers and directors of incorporation Parent and by-laws Sub shall resign as of the Surviving Corporation, Xxxxx X. Doubles, Xxxx X. Xxxxx Effective Time and Xxxx X. Xxxxxxx the persons set forth on SCHEDULE 1.1(d) shall be the directors officers and directors, respectively, of the Parent and the Surviving CorporationCorporation until their successors shall have been elected and qualified. (e) Until changed in accordance with the articles of incorporation and by-laws of the Surviving Corporation, the following persons shall be the officers of the Surviving Corporation: Name Office Xxxx X. Xxxxx Chairman Xxxxx X. Doubles President & CEO Xxxxxx X. Xxxxxxx Senior V. P. of Business Development Xxxxxx X. Xxxxxxxxx Vice President and Chief Financial Officer Xxxxx Xxxxxxx Vice President of Technology Xxxxx X. Xxxxxxxx Secretary and Corporate Counsel (f) As soon as practicable after following fulfillment or waiver of the terms conditions specified in Sections 7 and conditions of 8 hereof, and provided that this Agreement have has not been satisfied, and upon consummation of the closing referred terminated or abandoned pursuant to in Section 8 hereof (the "Closing"), articles of merger consistent with this Agreement in the form prescribed by, and properly executed in accordance with12, the MBCA Constituent Corporations will cause the Agreement and the BCL, in form and substance satisfactory Plan of Merger ("Merger Agreement") to the parties hereto (the "Articles of Merger"), shall be filed with the office of the Secretary of State of the State of MinnesotaColorado, and will cause a copy of the Merger Agreement certified by the Secretary of State of Colorado, together with a Tax Clearance Certificate to be filed with the office of the Secretary of State of the State of California. The Subject to and in accordance with the laws of the States of Colorado and California, the Merger shall will become effective on at the date and time on which the Articles Certificate of Merger are properly is filed with such the office of the Secretary of State pursuant to the MBCA, and if the Articles are not filed the same time then the Merger shall become effective on the later of the two times of filing, Colorado or at such later time or date as the Company and Purchaser shall agree and shall specify may be specified in the Articles Certificate of Merger. As used in this Agreement, Merger (the "Effective Time Time"). Each of the Merger" shall mean such timeparties will use its best efforts to cause the Merger to be consummated as soon as practicable following the fulfillment or waiver of the conditions specified in Sections 7 and 8 hereof.

Actions to be Taken. Upon performance Subject to the terms and conditions of all of this Agreement, including the covenants and obligations of the parties contained herein and upon fulfillment (or waiver) of all of the conditions to the obligations of the parties contained herein, at the Effective Time of the Merger (as hereinafter defined) and pursuant to the Business Corporation Act Title 7 of the State of Minnesota Colorado Revised Statutes (the "MBCAColorado Statutes"), the following shall occur: (a) Newco Merger Sub shall be merged with and into the CompanyCardiotronics, which shall be the surviving corporation (the "Surviving Corporation"). The separate existence and corporate organization of Newco Merger Sub shall cease at the Effective Time of the MergerTime, and thereupon the Company Cardiotronics and Newco Merger Sub shall be a single corporation, the name of which shall be TSI Incorporated"Cardiotronics." (b) At the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of the Colorado Statutes. The CompanyWithout limiting the generality of the foregoing, as at the Effective Time, all the property, right, privileges, powers and franchises of Cardiotronics and Merger Sub shall vest in the Surviving Corporation and all debts, liabilities, obligations, restrictions, disabilities and duties of Cardiotronics and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation, shall succeed, insofar as permitted by law, to all of the rights, assets, liabilities and obligations of Newco in accordance with the MBCA. (bc) The Articles of Incorporation of Newco Cardiotronics shall be and remain the articles of incorporation of the Surviving Corporation until amended as provided by law. (cd) The By-Laws of Newco Cardiotronics shall be and remain the by-laws of the Surviving Corporation until amended amended, as provided by law. (d) Until changed in accordance with law or by the articles of incorporation and or the by-laws of the Surviving Corporation, Xxxxx X. Doubles, Xxxx X. Xxxxx and Xxxx X. Xxxxxxx shall be the directors of the Surviving Corporation. (e) Until changed The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors for the Surviving Corporation, each to hold office in accordance with the articles Articles of incorporation Incorporation and byBy-laws of the Surviving Corporation, and the following persons officers of Cardiotronics immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation: Name Office Xxxx X. Xxxxx Chairman Xxxxx X. Doubles President & CEO Xxxxxx X. Xxxxxxx Senior V. P. of Business Development Xxxxxx X. Xxxxxxxxx Vice President , in each case until their respective successors are duly elected or appointed and Chief Financial Officer Xxxxx Xxxxxxx Vice President of Technology Xxxxx X. Xxxxxxxx Secretary and Corporate Counsel (f) qualified. As soon as practicable after the terms and conditions execution of this Agreement have been satisfiedAgreement, Articles of Merger or such other documents as are necessary, properly approved and upon consummation of the closing referred to in Section 8 hereof (the "Closing"), articles of merger consistent with this Agreement in the form prescribed by, and properly executed in accordance with, with the MBCA and the BCL, in form and substance satisfactory to the parties hereto Colorado Statutes (the "Articles of Merger"), shall be filed with the Secretary of State of the State of MinnesotaColorado. The Merger shall become effective on the date and time on which when the Articles of Merger are properly filed with such Secretary of State pursuant to the MBCA, so filed. (The date and if the Articles are not filed the same time then when the Merger shall become becomes effective on the later of the two times of filing, or at such later time as the Company and Purchaser shall agree and shall specify in the Articles of Merger. As used is referred to in this Agreement, Agreement as the "Effective Time of the Merger" shall mean such timeTime".)

Actions to be Taken. Upon performance Subject to the terms and conditions of all of this Agreement, including the covenants and obligations of the parties contained herein and upon fulfillment (or waiver) of all of the conditions to the obligations of the parties contained herein, at on the Effective Time of the Merger Closing Date (as hereinafter defined) and pursuant to the Colorado Business Corporation Act of the State of Minnesota Act, C.R.S. 0-000-000, et. seq. (the "MBCA"“Colorado Statute”), the following shall occur: (a) Newco shall be merged with and into Anhydride Petroleum (USA), (such transaction hereafter referred to as the Company“Merger”), which and Anhydride Petroleum (USA) shall be the surviving corporation (the "“Surviving Corporation"”). The separate existence and corporate organization of Newco shall cease at the Effective Time upon filing of the Articles of Merger (the “Articles of Merger”), in the form attached hereto as Exhibit A, with the Colorado Secretary of State, and thereupon the Company Anhydride Petroleum (USA) and Newco shall be a single corporation, the name of which shall be TSI Incorporated. The Company, as the Surviving Corporation, shall succeed, insofar as permitted by law, to all of the rights, assets, liabilities and obligations of Newco in accordance with the MBCA. (b) The Articles of Incorporation of Newco Anhydride Petroleum (USA) attached as Exhibit B hereto shall be constitute the articles of incorporation of the Surviving Corporation until amended as provided by lawCorporation. (c) The By-Laws Bylaws of Newco Anhydride Petroleum (USA) in the form attached as Exhibit C shall be constitute the by-laws of the Surviving Corporation until amended as provided by law. (d) Until changed in accordance with the articles of incorporation and by-laws of the Surviving Corporation, Xxxxx X. Doubles, Xxxx X. Xxxxx and Xxxx X. Xxxxxxx shall be the directors bylaws of the Surviving Corporation. (ed) Until changed The officers and directors of Newco immediately prior to the Closing shall become and continue in accordance with their offices as the articles of incorporation officers and by-laws directors of the Surviving Corporation, the following persons Corporation until their successors shall be the officers of the Surviving Corporation: Name Office Xxxx X. Xxxxx Chairman Xxxxx X. Doubles President & CEO Xxxxxx X. Xxxxxxx Senior V. P. of Business Development Xxxxxx X. Xxxxxxxxx Vice President have been elected and Chief Financial Officer Xxxxx Xxxxxxx Vice President of Technology Xxxxx X. Xxxxxxxx Secretary and Corporate Counselqualified. (fe) As soon as practicable after On the terms and conditions of this Agreement have been satisfied, and upon consummation of the closing referred to in Section 8 date hereof (the "Closing"“Closing Date”), articles of merger consistent with this Agreement in the form prescribed by, and properly executed in accordance with, the MBCA and the BCL, in form and substance satisfactory to the parties hereto (shall execute the "Exhibits and approve the Schedules to this Agreement. Facsimile signatures may be used for closing. On the Closing Date the Articles of Merger"), Merger shall be filed executed and shall be forwarded for filing with the Secretary of State of the State of MinnesotaColorado as soon as practicable thereafter. The Merger Closing date shall become effective on the date and time on which the Articles of Merger are properly filed with such Secretary of State pursuant to the MBCAoccur no later than April 30, and if the Articles are not filed the same time then the Merger shall become effective on the later of the two times of filing, or at such later time as the Company and Purchaser shall agree and shall specify in the Articles of Merger. As used in this Agreement, the "Effective Time of the Merger" shall mean such time2002.

Actions to be Taken. Upon performance (or waiver) of all of the covenants and obligations of the parties contained herein herein, and upon fulfillment (or waiver) of all of the conditions to the obligations of the parties contained herein, at the Effective Time of the Merger (as hereinafter defineddefined below) and pursuant to the Business Corporation Act of the State of Minnesota Nevada Revised Statutes (the "MBCA"), “NRS”) the following shall will occur: (a) Newco shall CBI will be merged with and into Sub in accordance with Section 368(a)(1)(A) of the Company, which shall Code and applicable provisions of the NRS. Sub will be the surviving corporation entity (the "“Surviving Corporation"Entity”). The , and the separate existence and corporate organization of Newco shall cease at the Effective Time of the MergerCBI will cease, and thereupon the Company CBI and Newco shall Sub will be a single entity, a Nevada corporation, the name of which shall be TSI Incorporated. The Company; (b) Sub, as the Surviving CorporationEntity, shall will succeed, insofar as permitted by law, to all of the rights, assets, liabilities and obligations of Newco CBI in accordance with the MBCA.NRS; (bc) The the Articles of Incorporation and Bylaws of Newco shall Sub will be the articles Articles of incorporation Incorporation and Bylaws of the Surviving Corporation Entity until amended as provided by law. (c) The By-Laws of Newco shall be the by-laws of the Surviving Corporation until amended as provided by law.; (d) Until changed The officers and the directors of Sub will be the initial officers and directors of the Surviving Entity at and after the Effective Time, to hold that position in accordance with the articles Articles of incorporation Incorporation and by-laws Bylaws of the Surviving Corporation, Xxxxx X. Doubles, Xxxx X. Xxxxx and Xxxx X. Xxxxxxx shall be the directors of the Surviving Corporation.Entity .. (e) Until changed in accordance with the articles of incorporation and by-laws of the Surviving Corporation, the following persons shall be the officers of the Surviving Corporation: Name Office Xxxx X. Xxxxx Chairman Xxxxx X. Doubles President & CEO Xxxxxx X. Xxxxxxx Senior V. P. of Business Development Xxxxxx X. Xxxxxxxxx Vice President and Chief Financial Officer Xxxxx Xxxxxxx Vice President of Technology Xxxxx X. Xxxxxxxx Secretary and Corporate Counsel (f) As soon as practicable after each condition to the terms obligations of Ireland, Sub and conditions CBI hereunder has been satisfied or waived, the Articles of this Agreement have been satisfiedMerger, in a form properly completed and upon consummation of the closing referred to in Section 8 hereof (the "Closing"), articles of merger consistent with this Agreement in the form prescribed by, and properly executed in accordance with, with the MBCA and the BCL, in form and substance satisfactory to the parties hereto NRS (the "“Articles of Merger"), shall ”) will be filed with the Secretary of State of the State of MinnesotaNevada. The Merger shall will become effective at the time and on the date and time on which the Articles of Merger are properly filed with such Secretary so filed, provided that the filing date shall not be later than January 31, 2008 without the prior written consent of State pursuant to the MBCACBI, Ireland and if the Articles are not filed the same Sub. The date and time then when the Merger shall become becomes effective on the later of the two times of filing, or at such later time is referred to herein as the Company and Purchaser shall agree and shall specify in the Articles of Merger. As used in this Agreement, the "“Effective Time of the Merger" shall mean such timeTime.”

Actions to be Taken. Upon performance of all of the covenants and obligations of the parties contained herein and upon fulfillment (or waiver) of all of the conditions to the obligations of the parties contained herein, at the Effective Time of the Merger (as hereinafter defined) and pursuant to the Business Corporation Act of the State of Minnesota (the "MBCA") and the Business Corporation Law of the State of Tennessee (the "BCL"), the following shall occur: (a) Newco shall be merged with and into the Company, which shall be the surviving corporation (the "Surviving Corporation"). The separate existence and corporate organization of Newco shall cease at the Effective Time of the Merger, and thereupon the Company and Newco shall be a single corporation, the name of which shall be TSI IncorporatedEnvironmental Systems Corporation. The Company, as the Surviving Corporation, shall succeed, insofar as permitted by law, to all of the rights, assets, liabilities and obligations of Newco in accordance with the MBCAMBCA and BCL. (b) The Articles Charter of Incorporation of Newco the Company shall be and remain the articles of incorporation of the Surviving Corporation until amended as provided by law. (c) The By-Laws of Newco the Company shall be and remain the by-laws of the Surviving Corporation until amended as provided by law. (d) Until changed in accordance with the articles charter of incorporation and by-laws of the Surviving Corporation, Xxxxx X. Doubles, Xxxx Doubles and Xxxxxx X. Xxxxx and Xxxx X. Xxxxxxx Xxxxxxxxx shall be the directors of the Surviving Corporation. (e) Until changed in accordance with the articles charter of incorporation and by-laws of the Surviving Corporation, the following persons shall be the officers of the Surviving Corporation: Name Office Xxxx X. Xxxxx Chairman ---- ------ Xxxxx X. Doubles Chairman and President & CEO Xxxxxx X. Xxxxxxx Senior V. P. of Business Development Xxxxxx X. Xxxxxxxxx Vice President President, CFO Treasurer and Chief Financial Officer Assistant Secretary Xxxxx Xxxxxxx Vice President of Technology Xxxxx X. Xxxxxxxx Secretary and Corporate CounselSecretary (f) As soon as practicable after the terms and conditions of this Agreement have been satisfied, and upon consummation of the closing referred to in Section 8 7 hereof (the "Closing"), articles of merger consistent with this Agreement in the form prescribed by, and properly executed in accordance with, the MBCA and the BCL, in form and substance satisfactory to the parties hereto and providing for effectiveness of the Merger as provided below (the "Articles of Merger"), shall be filed with the Secretary of State of the State of MinnesotaMinnesota and the Secretary of State of the State of Tennessee. The Merger shall become effective Provided that the Closing hereunder is held on the date and time on which or before June 1, 1999, the Articles of Merger are properly filed with such Secretary of State pursuant to the MBCA, and if the Articles are not filed the same time then shall specify that the Merger shall become be effective on the later as of the two times of filing12:01 A.M., or at such later then current time as the Company and Purchaser shall agree and shall specify in the Articles of MergerTennessee, June 1, 1999. As used in this Agreement, the "Effective Time of the Merger" shall mean such time12:01 A.M., then current time in Tennessee, June 1, 1999.