Articles of Incorporation and By-laws of the Surviving Corporation. At the Effective Time, (a) the Company Articles shall be the articles of incorporation of the Surviving Corporation and (b) the bylaws of the Surviving Corporation shall be amended and restated in a form substantially identical to the bylaws of Purchaser at the Effective Time, in each case, until thereafter duly amended as provided therein or by applicable Law (subject to Section 6.7(b) hereof).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (EQT Corp), Agreement and Plan of Merger (Trans Energy Inc)
Articles of Incorporation and By-laws of the Surviving Corporation. (a) At the Effective Time, (a) the Company Articles amended and restated articles of incorporation of the Company, as in effect immediately prior to the Effective Time, shall be amended and restated to read in its entirety as set forth in Exhibit A and, as so amended and restated, shall be the articles of incorporation of the Surviving Corporation and (b) the bylaws of the Surviving Corporation shall be amended and restated in a form substantially identical to the bylaws of Purchaser at the Effective Time, in each caseCorporation, until thereafter duly amended as provided therein or by in accordance with the provisions thereof and hereof and applicable Law (subject to Section 6.7(b) hereof)law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Luxottica Group Spa), Agreement and Plan of Merger (Oakley Inc)
Articles of Incorporation and By-laws of the Surviving Corporation. (a) At the Effective Time, (a) the Company Articles articles of incorporation of Merger Sub as in effect immediately prior to the Effective Time, in the form attached hereto as Exhibit A, shall be the articles of incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and (b) hereof and applicable Law, in each case consistent with the bylaws obligations set forth in Section 5.10; provided, however, that Section 1 of the articles of incorporation of the Surviving Corporation shall be amended and restated in a form substantially identical its entirety to the bylaws read as follows: “Name of Purchaser at the Effective Time, in each case, until thereafter duly amended as provided therein or by applicable Law (subject to Section 6.7(b) hereof)Corporation: Centex Corporation.”
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Centex Corp), Agreement and Plan of Merger (Pulte Homes Inc/Mi/)
Articles of Incorporation and By-laws of the Surviving Corporation. At the Effective Time, (a) Subject to the Company provisions of Section 6.07(a), the Articles of Incorporation of Merger Sub as in effect immediately prior to the Effective Time shall be become the articles Articles of incorporation Incorporation of the Surviving Corporation and after the Effective Time (b) the bylaws except that Article I of the Surviving Corporation Articles of Incorporation shall be amended and restated in a form substantially identical to the bylaws as of Purchaser at the Effective TimeTime to read as follows: "The name of the Corporation is Federal Paper Board Company, in each caseInc."), until and thereafter duly may be amended as provided therein or and as permitted by applicable Law (subject to Section 6.7(b) hereof)law and this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (International Paper Co /New/), Agreement and Plan of Merger (Federal Paper Board Co Inc)
Articles of Incorporation and By-laws of the Surviving Corporation. At (a) The Articles of Incorporation of Merger Sub as in effect immediately prior to the Effective Time shall become the Articles of Incorporation of the Surviving Corporation after the Effective Time, (a) the Company Articles shall and thereafter may be the articles of incorporation of the Surviving Corporation and (b) the bylaws of the Surviving Corporation shall be amended and restated in a form substantially identical to the bylaws of Purchaser at the Effective Time, in each case, until thereafter duly amended as provided therein or and as permitted by applicable Law (subject to Section 6.7(b) hereof)law and this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Consol Inc), Agreement and Plan of Merger (Rochester & Pittsburgh Coal Co)
Articles of Incorporation and By-laws of the Surviving Corporation. At (a) The Amended and Restated Articles of Incorporation of the Company as in effect immediately prior to the Effective Time shall become the Amended and Restated Articles of Incorporation of the Surviving Corporation after the Effective Time, (a) the Company Articles shall and thereafter may be the articles of incorporation of the Surviving Corporation and (b) the bylaws of the Surviving Corporation shall be amended and restated in a form substantially identical to the bylaws of Purchaser at the Effective Time, in each case, until thereafter duly amended as provided therein or and as permitted by applicable Law (subject to Section 6.7(b) hereof)law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Macdonald James L), Agreement and Plan of Merger (Align Rite International Inc)
Articles of Incorporation and By-laws of the Surviving Corporation. At the Effective Time, (a) The Restated Articles of Incorporation of the Company Articles shall be the articles of incorporation of the Surviving Corporation and (b) the bylaws of the Surviving Corporation shall be amended and restated in a form substantially identical to the bylaws of Purchaser shall, at the Effective Time, be amended to be identical to the Articles of Incorporation of the Purchaser as in each caseeffect immediately prior to the Effective Time, and shall be the Articles of Incorporation of the Surviving Corporation until thereafter duly amended as provided therein or by in accordance with the provisions thereof and hereof and applicable Law (subject to Section 6.7(b) hereof)law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pacific Scientific Co), Agreement and Plan of Merger (Pacific Scientific Co)
Articles of Incorporation and By-laws of the Surviving Corporation. (a) At the Effective Time, (a) the articles of incorporation of the Company Articles as in effect immediately prior to the Effective Time shall be the articles of incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and (b) the bylaws of the Surviving Corporation shall be amended hereof and restated in a form substantially identical to the bylaws of Purchaser at the Effective Timeapplicable law, in each case, until thereafter duly amended as provided therein or by applicable Law (subject to case consistent with the obligations set forth in Section 6.7(b) hereof)5.05.
Appears in 1 contract
Articles of Incorporation and By-laws of the Surviving Corporation. At the Effective Time, (ai) the Company Articles of Incorporation of Sub as in effect immediately prior to the Effective Time shall be the articles Articles of incorporation Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Articles of Incorporation and (ii) the By-Laws of Sub 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, the Articles of Incorporation of the Surviving Corporation and (b) the bylaws of the Surviving Corporation shall be amended and restated in a form substantially identical to the bylaws of Purchaser at the Effective Time, in each case, until thereafter duly amended as provided therein or by applicable Law (subject to Section 6.7(b) hereof)such By-Laws.
Appears in 1 contract
