Common use of Articles of Incorporation and By-Laws Clause in Contracts

Articles of Incorporation and By-Laws. (a) The Articles of Incorporation of the Company at the Effective Time shall be the Articles of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law. (b) The By-laws of the Company as in effect immediately prior to the Effective Time shall be the By-laws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.

Appears in 3 contracts

Samples: Merger Agreement (MSC Software Corp), Merger Agreement (Weyerhaeuser Co), Merger Agreement (Weyerhaeuser Co)

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Articles of Incorporation and By-Laws. (a) The At the Effective Time, the Restated Articles of Incorporation of the Company at Company, as in effect immediately prior to the Effective Time Time, shall be the Articles of Incorporation of the Surviving Corporation Corporation, until thereafter changed or duly amended as provided therein or by in accordance with applicable Lawlaw. (b) The By-laws Laws of the Company Company, as in effect immediately prior to at the Effective Time Time, shall be the By-laws Laws of the Surviving Corporation, until duly amended in accordance with applicable law, the Articles of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Lawand such By-Laws.

Appears in 3 contracts

Samples: Merger Agreement (Orion Capital Corp), Merger Agreement (Guaranty National Corp), Merger Agreement (Orion Capital Corp)

Articles of Incorporation and By-Laws. (a) The Articles of ------------------------------------- Incorporation of the Company at applicable Company, as in effect immediately prior to the Effective Time Time, shall be the Articles of Incorporation of the applicable Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law. (b) Corporation. The By-laws Laws of the Company applicable Buyer Sub, as in effect immediately prior to the Effective Time Time, shall be the By-laws Laws of the applicable Surviving Corporation until thereafter changed or amended as provided therein or by applicable LawCorporation.

Appears in 2 contracts

Samples: Acquisition Agreement (Smithfield Foods Inc), Acquisition Agreement (Smithfield Foods Inc)

Articles of Incorporation and By-Laws. (a) The Articles of Incorporation of the Company at Company, as in effect immediately prior to the Effective Time Time, shall be the Articles of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law. (b) The By-laws law; provided, however, Article IV of the Company as in effect immediately prior to such Articles of Incorporation shall be amended at the Effective Time as set forth below: (i) Article IV of such Articles of Incorporation shall be the By-laws of the Surviving Corporation until thereafter changed or amended to read in its entirety as provided therein or by applicable Law.follows:

Appears in 2 contracts

Samples: Merger Agreement (Caprock Communications Corp), Merger Agreement (McLeodusa Inc)

Articles of Incorporation and By-Laws. (a) The Restated Articles of Incorporation of the Company at the Effective Time shall be the Articles of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law. (b) The By-laws of the Company Company, as in effect immediately prior to the Effective Time Time, shall remain the Articles of Incorporation of the Surviving Corporation. The By-laws of the Company, as in effect immediately prior to the Effective Time, shall be the By-laws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable LawCorporation.

Appears in 2 contracts

Samples: Merger Agreement (Cavalier Homes Inc), Merger Agreement (Belmont Homes Inc)

Articles of Incorporation and By-Laws. (a) The Third Amended and Restated Articles of Incorporation of the Company at the Effective Time shall be the Articles of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law. (b) The By-laws of the Company as in effect immediately prior to the Effective Time shall be the By-laws articles of incorporation of the Surviving Corporation Corporation, until thereafter changed or amended as provided therein or by applicable Lawlaw. (b) The By-laws of the Company, as amended and restated and as in effect immediately prior to the Effective Time, shall be the By-laws of the Surviving Corporation, until thereafter changed or amended as provided therein or by applicable law.

Appears in 2 contracts

Samples: Merger Agreement (International Business Machines Corp), Merger Agreement (Software Artistry Inc)

Articles of Incorporation and By-Laws. (a) The Restated Articles of Incorporation of the Company at as in effect immediately prior to the Effective Time shall be the Articles of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or and as permitted by applicable Lawlaw and this Agreement. (b) The By-laws Bylaws of the Company as in effect immediately prior to the Effective Time shall be the By-laws Bylaws of the Surviving Corporation upon completion of the Merger and remain the Bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or and as permitted by applicable Lawlaw and this Agreement.

Appears in 2 contracts

Samples: Merger Agreement (Ebv Electronics Inc), Merger Agreement (Wyle Electronics)

Articles of Incorporation and By-Laws. (a) The Articles TRBI articles of Incorporation of the Company at incorporation, as in effect immediately before the Effective Time shall Time, will be the Articles articles of Incorporation incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Lawof the Effective Time. (b) The ByTRBI by-laws of the Company laws, as in effect immediately prior to before the Effective Time shall Time, will be the Byby-laws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Lawof the Effective Time.

Appears in 2 contracts

Samples: Merger Agreement (Texas Regional Bancshares Inc), Merger Agreement (Texas Regional Bancshares Inc)

Articles of Incorporation and By-Laws. (a) The Articles of Incorporation of the Company at Surviving Corporation immediately following the Effective Time shall be the same as the Articles of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable LawCompany immediately prior to the Effective Time. (b) The By-laws of the Company as in effect Surviving Corporation immediately prior to following the Effective Time shall be the same as the By-laws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable LawCompany immediately prior to the Effective Time.

Appears in 2 contracts

Samples: Merger Agreement (Quality Systems Inc), Agreement and Plan of Merger (Quality Systems Inc)

Articles of Incorporation and By-Laws. (a) The Articles articles of Incorporation incorporation of the Company at the Effective Time shall be the Articles of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law. (b) The By-laws of the Company Company, as in effect immediately prior to the Effective Time Time, shall be the Byarticles of incorporation of the Surviving Corporation until the same shall be amended thereafter in accordance with the CV and such articles of incorporation. The by-laws of the Company, as in effect immediately prior to the Effective Time, shall be the by-laws of the Surviving Corporation until the same shall be amended thereafter changed or amended as provided therein or by applicable Lawin accordance with the CV, the certificate of incorporation of the Surviving Corporation and such by-laws.

Appears in 1 contract

Samples: Merger Agreement (Caci International Inc /De/)

Articles of Incorporation and By-Laws. (a) The Articles articles of Incorporation of the Company at the Effective Time shall be the Articles of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law. (b) The By-laws incorporation of the Company as in effect immediately prior to the Effective Time shall be the By-laws articles of incorporation of the Surviving Corporation Corporation, until thereafter changed or amended as provided therein or by applicable Lawlaw.

Appears in 1 contract

Samples: Merger Agreement (Ajk Enterprises Inc)

Articles of Incorporation and By-Laws. (a) The Articles articles of Incorporation incorporation of the Company at the Effective Time shall be the Articles of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law. (b) The By-laws of the Company Company, as in effect immediately prior to the Effective Time Time, shall be the Byarticles of incorporation of the Surviving Corporation until the same shall be amended thereafter in accordance with the DGCL and such articles of incorporation. The by-laws of the Company, as in effect immediately prior to the Effective Time, shall be the by-laws of the Surviving Corporation until the same shall be amended thereafter changed or amended as provided therein or by applicable Lawin accordance with the DGCL, the articles of incorporation of the Surviving Corporation and such by-laws.

Appears in 1 contract

Samples: Merger Agreement (Caci International Inc /De/)

Articles of Incorporation and By-Laws. (a) The Articles of Incorporation of the Company at Surviving Corporation immediately following the Effective Time shall be the same as the Articles of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable LawCompany immediately prior to the Effective Time, except that the authorized capitalization shall be reduced to 100,000 Company Common Shares. (b) The By-laws of the Company as in effect Surviving Corporation immediately prior to following the Effective Time shall be the same as the By-laws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable LawCompany immediately prior to the Effective Time.

Appears in 1 contract

Samples: Merger Agreement (Be Free Inc)

Articles of Incorporation and By-Laws. (a) The Articles articles of Incorporation incorporation of the Company at Company, as in effect immediately prior to the Effective Time Time, shall be the Articles articles of Incorporation incorporation of the Surviving Corporation Entity until thereafter changed or amended as provided therein or by the CCC or applicable Law. (b) The by-laws of the Company, as in effect immediately prior to the Effective Time, shall be the by-laws of the Surviving Entity until thereafter changed or amended as provided therein or by applicable Law. (b) The By-laws of the Company as in effect immediately prior to the Effective Time shall be the By-laws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.

Appears in 1 contract

Samples: Merger Agreement (Aml Communications Inc)

Articles of Incorporation and By-Laws. (a) The Articles of Incorporation of the Company Surviving Corporation shall be amended at the Effective Time to read in the form of Exhibit A and, as so amended, such Articles of Incorporation shall be the Articles of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law. (b) The By-laws of the Company Sub as in effect immediately prior to the Effective Time shall be the By-laws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.

Appears in 1 contract

Samples: Merger Agreement (Conopco Inc)

Articles of Incorporation and By-Laws. (a) The Articles of Incorporation of the Company at At the Effective Time shall be Time: (i) the ------------------------------------- Articles of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law. (b) The By-laws shall be substantially in the form of the Company as in effect immediately prior Articles of Incorporation which are appended to the Effective Time shall be Articles of Merger as Exhibit B thereto; and (ii) the By-laws Bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Lawshall be the Bylaws.

Appears in 1 contract

Samples: Merger and Reorganization Agreement (Computer Transceiver Systems Inc)

Articles of Incorporation and By-Laws. (a) The Articles of Incorporation Incorporation, as amended, of the Company at Company, as in effect immediately prior to the Effective Time Time, shall be the Articles of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Lawlaw. (b) The By-laws of the Company as in effect immediately prior to the Effective Time shall be the By-laws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Lawlaw.

Appears in 1 contract

Samples: Merger Agreement (Thor Industries Inc)

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Articles of Incorporation and By-Laws. (a) The Articles From and after the Effective Time, the articles of Incorporation incorporation of the Company at the Effective Time shall be the Articles articles of Incorporation incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Lawlaw. (b) The By-laws of the Company as in effect immediately prior to From and after the Effective Time Time, the bylaws of Sub shall be the By-laws Bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Lawlaw.

Appears in 1 contract

Samples: Merger Agreement (Mail Boxes Etc)

Articles of Incorporation and By-Laws. (a) The Articles of Incorporation of the Company at the Effective Time shall be the Articles of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law. (b) The By-laws of the Company as in effect immediately prior to the Effective Time shall be the By-laws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.

Appears in 1 contract

Samples: Merger Agreement (Willamette Industries Inc)

Articles of Incorporation and By-Laws. (a) The At the Effective Time, the Articles of Incorporation of the Company at the Effective Time Surviving Corporation shall be the Articles of Incorporation of the Company, as in effect immediately prior to the Effective Time, until thereafter changed or amended as provided therein or by Applicable Law. (b) The By-laws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Applicable Law. (b) The By-laws of the Company as in effect immediately prior to the Effective Time shall be the By-laws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.

Appears in 1 contract

Samples: Merger Agreement (Viewlocity Inc)

Articles of Incorporation and By-Laws. (a) The -------------------------------------- Articles of Incorporation of the Company at Company, as in effect immediately prior to the Effective Time of the Merger, shall be become the Articles of Incorporation of the Surviving Corporation until after the Effective Time, and thereafter changed or may be amended in accordance with its terms and as provided therein or by applicable Lawlaw and this Agreement. (b) The By-laws of the Company as in effect immediately prior to on the Effective Time shall be become the By-laws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable LawCorporation.

Appears in 1 contract

Samples: Tender Offer Statement

Articles of Incorporation and By-Laws. (a) The At the Effective Time, the Restated Articles of Incorporation of the Company at the Effective Time Company, attached as Exhibit A hereto, shall be the Articles of Incorporation of the Company as the Surviving Corporation Corporation, until thereafter changed or duly amended as provided therein or by applicable Law. (b) The in accordance with law. At the Effective Time, the By-laws Laws of the Company Company, as in effect immediately prior to the Effective Time Time, shall be the By-laws Laws of the Company as the Surviving Corporation Corporation, until thereafter changed or duly amended as provided therein or by applicable Lawin accordance with law.

Appears in 1 contract

Samples: Merger Agreement (Triangle Pharmaceuticals Inc)

Articles of Incorporation and By-Laws. (a) The Articles of Incorporation of the Company at applicable Company, as in effect immediately prior to the Effective Time Time, shall be the Articles of Incorporation of the applicable Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law. (b) Corporation. The By-laws Laws of the Company applicable Buyer Sub, as in effect immediately prior to the Effective Time Time, shall be the By-laws Laws of the applicable Surviving Corporation until thereafter changed or amended as provided therein or by applicable LawCorporation.

Appears in 1 contract

Samples: Acquisition Agreement (Smithfield Foods Inc)

Articles of Incorporation and By-Laws. (a) The Articles of Incorporation of the Company Purchaser, as in effect at the Effective Time shall be the Articles of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Lawlaw. (b) The By-laws of the Company Purchaser as in effect immediately prior to at the Effective Time shall be the By-laws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Lawlaw.

Appears in 1 contract

Samples: Merger Agreement (Answer Think Consulting Group Inc)

Articles of Incorporation and By-Laws. of the Surviving Corporation. (a) The Amended and Restated Articles of Incorporation of the Company at the Effective Time shall be the Articles of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law. (b) The By-laws 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, and thereafter may be amended as provided therein and as permitted by law. (b) The by laws of the By-Merger Sub as in effect immediately prior to the Effective Time shall become the by laws of the Surviving Corporation until after the Effective Time, and thereafter changed or may be amended as provided therein or and as permitted by applicable Lawlaw.

Appears in 1 contract

Samples: Merger Agreement (Photronics Inc)

Articles of Incorporation and By-Laws. (a) The Articles of Incorporation of the Company at At the Effective Time shall be Time: (i) the Articles of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law. (b) The By-laws shall be substantially in the form of the Company as in effect immediately prior Articles of Incorporation which are appended to the Effective Time shall be Articles of Merger as Annex I thereto; and (ii) the By-laws Bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Lawshall be the Bylaws.

Appears in 1 contract

Samples: Merger Agreement (Vertex Industries Inc)

Articles of Incorporation and By-Laws. (a) The Articles of Incorporation Organization, as amended, of the Company at Acquisition Subsidiary, as in effect immediately prior to the Effective Time Time, shall be the Articles of Incorporation Organization of the Surviving Corporation Company until thereafter changed or amended as provided therein or by applicable Lawlaw. (b) The Operating Agreement and By-laws of the Company Acquisition Subsidiary, as in effect immediately prior to the Effective Time Time, shall be the Operating Agreement and By-laws of the Surviving Corporation Company until thereafter changed or amended as provided therein or by applicable Lawlaw.

Appears in 1 contract

Samples: Merger Agreement (Starcraft Corp /In/)

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