Common use of Articles of Incorporation and By-laws of the Surviving Corporation Clause in Contracts

Articles of Incorporation and By-laws of the Surviving Corporation. (a) The Restated Articles of Incorporation of the Company shall, at the Effective Time, be amended to be identical to the Articles of Incorporation of the Purchaser as in effect immediately prior to the Effective Time, and shall be the Articles of Incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and hereof and applicable law. (b) The By-Laws of the Company shall, at the Effective Time, be amended to be identical to the By-Laws of Purchaser as in effect immediately prior to the Effective Time, and shall be the By-Laws of the Surviving Corporation until amended, subject to the provisions of Section 6.6 of this Agreement, in accordance with the provisions thereof and applicable law.

Appears in 2 contracts

Samples: Merger Agreement (Pacific Scientific Co), Merger Agreement (Pacific Scientific Co)

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Articles of Incorporation and By-laws of the Surviving Corporation. (a) The Restated Articles of Incorporation of the Company shall, at At the Effective Time, be the amended to be identical to the Articles and restated articles of Incorporation incorporation of the Purchaser 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 articles of Incorporation incorporation of the Surviving Corporation Corporation, until thereafter amended in accordance with the provisions thereof and hereof and applicable law. (b) The By-Laws of the Company shall, at At the Effective Time, be amended to be identical to the Byby-Laws laws of Purchaser the Company, as in effect immediately prior to the Effective Time, shall be amended and restated to read in their entirety as set forth in Exhibit B and, as so amended and restated, shall be the Byby-Laws laws of the Surviving Corporation Corporation, until amended, subject to the provisions of Section 6.6 of this Agreement, thereafter amended in accordance with the provisions thereof and hereof and applicable law.

Appears in 2 contracts

Samples: Merger Agreement (Luxottica Group Spa), Merger Agreement (Oakley Inc)

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