Articles of Incorporation and By-Laws. (a) The Articles of Incorporation of the Company (the "Company Articles") shall be amended at the Effective Time to be in the form of Exhibit A and, as so amended, such Company Articles shall be the Restated Articles of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law. (b) 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 changed or amended as provided therein or by applicable Law.
Appears in 4 contracts
Samples: Merger Agreement (Johnson & Johnson), Merger Agreement (Guidant Corp), Merger Agreement (Guidant Corp)
Articles of Incorporation and By-Laws. (a) The Articles of Incorporation of the Company (the "“Company Articles"”) shall be amended at the Effective Time to be in the form of Exhibit A and, as so amended, such Company Articles shall be the Restated Articles of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.
(b) 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 changed or amended as provided therein or by applicable Law.
Appears in 4 contracts
Samples: Merger Agreement (Boston Scientific Corp), Merger Agreement (Boston Scientific Corp), Merger Agreement (Boston Scientific Corp)
Articles of Incorporation and By-Laws. (a) The Articles Restated Certificate of Incorporation of the Company (the "Company ArticlesCertificate") shall be amended at the Effective Time to be in the form of Exhibit A and, as so amended, such the Company Articles Certificate shall be the Restated Articles Certificate of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Lawlaw.
(b) 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 changed or amended as provided therein or by applicable Lawlaw.
Appears in 3 contracts
Samples: Merger Agreement (Citigroup Inc), Merger Agreement (Olin Corp), Merger Agreement (Chase Industries Inc)
Articles of Incorporation and By-Laws. (a) The Amended and Restated Articles of Incorporation of the Company (the "“Company Articles") ”), shall be amended at the Effective Time to be in the form of Exhibit A and, as so amended, such Company Articles shall be the Restated Articles articles of Incorporation incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.
(b) The Byby-laws of Sub, as in effect immediately prior to the Effective Time, shall be the Byby-laws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.
Appears in 3 contracts
Samples: Merger Agreement (Teleflex Medical Inc), Merger Agreement (Arrow International Inc), Merger Agreement (Teleflex Inc)
Articles of Incorporation and By-Laws. (a) The Amended Articles of Incorporation of the Company (the "“Company Articles"”) shall be amended at the Effective Time to be in the form of Exhibit A and, as so amended, such Company Articles shall be the Restated Amended Articles of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Lawlaw.
(b) 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 changed or amended as provided therein or by applicable Lawlaw.
Appears in 2 contracts
Samples: Merger Agreement (Benchmark Electronics Inc), Merger Agreement (Pemstar Inc)
Articles of Incorporation and By-Laws. (a) The At the Effective Time, the ------------------------------------- Articles of Incorporation of the Company (the "Company Articles") Company, as amended, shall be amended at the Effective Time and restated in its entirety to be in the form of read as set forth on Exhibit A andE hereto, and as so amended, such Company Articles --------- amended and restated shall be the Restated Articles articles of Incorporation incorporation of the Surviving Corporation Corporation, until thereafter changed or amended as provided therein or and by applicable Law.
(b) The Bylaw, and the by-laws of Sub, as the Merger Sub in effect immediately prior to the Effective Time, Time shall be the Byby-laws of the Surviving Corporation Corporation, until thereafter changed or amended as provided therein or and by applicable Lawlaw.
Appears in 1 contract
Articles of Incorporation and By-Laws. (a) The At the Effective Time, the Articles of Incorporation of the Company (the "Company Articles") Company, as amended, shall be amended at the Effective Time and restated in its entirety to be in the form of read as set forth on Exhibit A andE hereto, and as so amended, such Company Articles amended and restated shall be the Restated Articles articles of Incorporation incorporation of the Surviving Corporation Corporation, until thereafter changed or amended as provided therein or and by applicable Law.
(b) The Bylaw, and the by-laws of Sub, as the Merger Sub in effect immediately prior to the Effective Time, Time shall be the Byby-laws of the Surviving Corporation Corporation, until thereafter changed or amended as provided therein or and by applicable Lawlaw.
Appears in 1 contract
Articles of Incorporation and By-Laws. (a) The Articles of Incorporation of the Company (the "Company Articles") shall be amended and restated at the Effective Time to be read in the form of Exhibit A B, and, as so amended, such Company Articles of Incorporation shall be the Restated Articles of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.
(b) The Subject to Section 6.06, the By-laws of Sub, Sub as in effect immediately prior to the Effective Time, 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 (Technisource Inc)
Articles of Incorporation and By-Laws. (a) The Amended and Restated Articles of Incorporation of the Company (Company, as in effect immediately prior to the "Company Articles") Effective Time, shall be amended at as of the Effective Time so that Article III of such Articles of Incorporation reads in its entirety as follows: “The total number of shares of all classes of stock which the corporation shall have authority to be in the form issue is 1,000 shares of Exhibit A Common Stock, no par value per share.”, and, as so amended, such Company Articles of Incorporation shall be the Restated Articles of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.
(b) The By-laws of Sub, Sub as in effect immediately prior to the Effective Time, 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
