Common use of Articles of Incorporation and Bylaws of the Surviving Corporation Clause in Contracts

Articles of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time, (i) the Articles of Incorporation of Company as in effect immediately prior to the Effective Time shall be the Articles of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Articles of Incorporation, and (ii) the Bylaws of Company as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation until thereafter amended as provided by law, the Articles of Incorporation of the Surviving Corporation and such Bylaws.

Appears in 5 contracts

Samples: Promissory Note Conversion Agreement (Canfield Medical Supply, Inc.), Merger Agreement (Canfield Medical Supply, Inc.), Merger Agreement (NuGene International, Inc.)

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Articles of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time, (i) the Articles articles of Incorporation incorporation of the Company 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 in accordance with applicable law. The bylaws of IncorporationMerger Sub, and (ii) the Bylaws of Company as in effect immediately prior to the Effective Time Time, shall be the Bylaws bylaws of the Surviving Corporation until thereafter amended as provided by law, in accordance with applicable law and the Articles terms of Incorporation of the Surviving Corporation and such Bylawsbylaws.

Appears in 3 contracts

Samples: Merger Agreement (Capital Bank Financial Corp.), Merger Agreement (Capital Bank Financial Corp.), Merger Agreement (Southern Community Financial Corp)

Articles of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time, (i) the Articles of Incorporation of Company as in effect immediately prior to From the Effective Time shall be the Articles of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Articles of Incorporation, and (ii) the Bylaws of Company as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation until thereafter amended as provided by law, the Articles articles of Incorporation incorporation and bylaws of the Company, as in effect immediately prior to the Effective Time, shall be the articles of incorporation and bylaws of the Surviving Corporation and such BylawsCorporation.

Appears in 3 contracts

Samples: Merger Agreement (Extendicare Health Services Inc), Merger Agreement (Extendicare Inc /Can/), Merger Agreement (Assisted Living Concepts Inc)

Articles of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time, (i) the Articles articles of Incorporation incorporation and bylaws of Company the Company, as in effect immediately prior to the Effective Time, shall be amended and restated as of the Effective Time to be in the form of (except with respect to the name of the Company) the articles of incorporation and bylaws of Merger Sub, and as so amended shall be the Articles articles of Incorporation incorporation and bylaws of the Surviving Corporation until thereafter amended as provided therein or by law applicable Law (and such Articles of Incorporation, and (ii) the Bylaws of Company as in effect immediately prior subject to the Effective Time shall be the Bylaws of the Surviving Corporation until thereafter amended as provided by law, the Articles of Incorporation of the Surviving Corporation and such BylawsSection 6.7 hereof).

Appears in 3 contracts

Samples: Merger Agreement (ICC Holdings, Inc.), Merger Agreement (ICC Holdings, Inc.), Merger Agreement (Precision Castparts Corp)

Articles of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time, (i) the Articles articles of Incorporation incorporation and bylaws of Company the Company, as in effect immediately prior to the Effective Time, shall be amended and restated as of the Effective Time to be in the form of Exhibit A and the bylaws of Merger Sub (except with respect to the name of the Company), respectively, and as so amended and restated shall be the Articles articles of Incorporation incorporation and bylaws of the Surviving Corporation until thereafter amended as provided therein or by law applicable Law (and such Articles of Incorporation, and (ii) the Bylaws of Company as in effect immediately prior subject to the Effective Time shall be the Bylaws of the Surviving Corporation until thereafter amended as provided by law, the Articles of Incorporation of the Surviving Corporation and such BylawsSection 5.06 hereof).

Appears in 2 contracts

Samples: Merger Agreement (Fresenius SE & Co. KGaA), Merger Agreement (Akorn Inc)

Articles of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time, (i) the Articles of Incorporation of the Company as in effect immediately prior to the Effective Time shall be the Articles of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Articles of Incorporation, and (ii) the Bylaws of the Company as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation until thereafter amended as provided by law, the Articles of Incorporation of the Surviving Corporation and such Bylaws.

Appears in 2 contracts

Samples: Merger Agreement (Cascade Technologies Corp), Merger Agreement (Graham Field Health Products Inc)

Articles of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time, (ia) the Articles of Incorporation of The Company Charter as in effect immediately prior to 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 law and such Articles of Incorporation, and applicable Law. (iib) the The Bylaws of Company Sub as in effect immediately prior to the Effective Time shall be the Bylaws bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by lawapplicable Law, except that references to the Articles name of Incorporation Sub shall be replaced by the name of the Surviving Corporation and such BylawsCorporation.

Appears in 2 contracts

Samples: Merger Agreement, Merger Agreement (British American Tobacco p.l.c.)

Articles of Incorporation and Bylaws of the Surviving Corporation. At (a) The articles of incorporation of the Surviving Corporation to be in effect from and after the Effective Time, (i) Time until amended in accordance with their terms and those of the Articles NRS will be the articles of Incorporation incorporation of Company as Purchaser in effect immediately prior to the Effective Time shall be the Articles of Incorporation Time. (b) The bylaws of the Surviving Corporation to be in effect from and after the Effective Time until thereafter amended as provided by law in accordance with their terms, the articles of incorporation of the Surviving Corporation and such Articles the NRS will be the bylaws of Incorporation, and (ii) the Bylaws of Company as Purchaser in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation until thereafter amended as provided by law, the Articles of Incorporation of the Surviving Corporation and such BylawsTime.

Appears in 2 contracts

Samples: Merger Agreement (General Geophysics Co), Merger Agreement (Tech Sym Corp)

Articles of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time, (i) the The Articles of Incorporation of Company each of the Corporations, as in effect immediately prior to the Effective Time Time, shall be the Articles of Incorporation of the respective Surviving Corporation Corporations, until thereafter amended as provided by law in accordance with the provisions thereof and such Articles of Incorporation, and (ii) the applicable law. The Bylaws of Company as each of the Corporations in effect immediately prior to at the Effective Time shall be the Bylaws of the respective Surviving Corporation Corporations until thereafter amended as provided by in accordance with the provisions thereof and applicable law, the Articles of Incorporation of the Surviving Corporation and such Bylaws.

Appears in 2 contracts

Samples: Merger Agreement (Waste Connections Inc/De), Merger Agreement (Waste Connections Inc/De)

Articles of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time, (ia) the The Articles of Incorporation of Company as in effect immediately prior to the Effective Time shall be the Articles of Incorporation of the Surviving Corporation Corporation, until thereafter changed or amended as provided therein or by law and such Articles of Incorporation, and applicable law. (iib) the The Bylaws of Company as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation Corporation, until thereafter changed or amended as provided therein or by applicable law, the Articles of Incorporation of the Surviving Corporation and such Bylaws.

Appears in 2 contracts

Samples: Merger Agreement (Intac International Inc), Merger Agreement (Intac International Inc)

Articles of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time, (i) the The Articles of Incorporation of the Company as in effect immediately prior to the Effective Time shall and as amended by the Articles of Merger shall, from and after the Effective Time, be the Articles of Incorporation of the Surviving Corporation until thereafter changed or amended as provided by law and such Articles of Incorporation, and (ii) the therein or in accordance with applicable Law. The Bylaws of the Company as in effect immediately prior to the Effective Time shall shall, from and after the Effective Time, be the Bylaws of the Company of the Surviving Corporation Corporation, until thereafter changed or amended as provided by law, the Articles of Incorporation of the Surviving Corporation and such Bylawstherein or in accordance with applicable Law.

Appears in 2 contracts

Samples: Merger Agreement (RMR Industrials, Inc.), Merger Agreement (RMR Industrials, Inc.)

Articles of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time, (i) the Articles Certificate of Incorporation of the Company as in effect immediately prior to the Effective Time shall be the Articles Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Articles Certificate of Incorporation, and (ii) the Bylaws of the Company as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation until thereafter amended as provided by law, the Articles Certificate of Incorporation of the Surviving Corporation and such Bylaws.

Appears in 1 contract

Samples: Merger Agreement (Pre Cell Solutions Inc/)

Articles of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time, (ia) the Articles The Certificate of Incorporation of Company the Company, as in effect immediately prior to the Effective Time Time, shall be the Articles Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided therein or by law and such Articles Applicable Law. (b) The bylaws of Incorporationthe Company, and (ii) the Bylaws of Company as in effect immediately prior to the Effective Time Time, shall be the Bylaws bylaws of the Surviving Corporation until thereafter amended as provided therein or by law, the Articles of Incorporation of the Surviving Corporation and such BylawsApplicable Law.

Appears in 1 contract

Samples: Merger Agreement (Ceres Ventures, Inc.)

Articles of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time, (ia) the Articles Certificate of Incorporation of Company Parent as in effect immediately prior to the Effective Time shall be the Articles of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Articles Certificate of Incorporation, and (iib) the Bylaws of Company Parent as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation until thereafter amended as provided by law, the Articles of Incorporation of the Surviving Corporation and such Bylaws.

Appears in 1 contract

Samples: Merger Agreement (Eco Form International Inc)

Articles of Incorporation and Bylaws of the Surviving Corporation. At As a result of the Merger and at the Effective Time, (ia) the Articles of Incorporation of the Company as in effect immediately prior to before the Effective Time Time, shall be the Articles of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Articles of Incorporation, law; and (iib) the Bylaws of Company the Company, as in effect immediately prior to before the Effective Time Time, shall be the Bylaws of the Surviving Corporation until thereafter amended as provided by law, the Articles of Incorporation of the Surviving Corporation and such Bylaws.

Appears in 1 contract

Samples: Merger Agreement (Industrial Holdings Inc)

Articles of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time, (i) the Articles articles of Incorporation incorporation and bylaws of Company the Company, as in effect immediately prior to the Effective Time, shall be amended and restated as of the Effective Time to be in the form of Exhibit A and the bylaws of Merger Sub (except with respect to the name of the Company), respectively, and as so amended and restated shall be the Articles articles of Incorporation incorporation and bylaws of the Surviving Corporation until thereafter amended as provided therein or by law applicable Law (and such Articles of Incorporation, and (ii) the Bylaws of Company as in effect immediately prior subject to the Effective Time shall be the Bylaws of the Surviving Corporation until thereafter amended as provided by law, the Articles of Incorporation of the Surviving Corporation and such Bylaws.Section 5.06 hereof). 3

Appears in 1 contract

Samples: Merger Agreement

Articles of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time, (i) the Articles of Incorporation of Company the Merger Sub as in effect immediately prior to the Effective Time shall be the Articles of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Articles of Incorporation, and (ii) the Bylaws of Company the Merger Sub as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation until thereafter amended as provided by law, the Articles of Incorporation of the Surviving Corporation and such Bylaws.

Appears in 1 contract

Samples: Merger Agreement (Pre Cell Solutions Inc/)

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Articles of Incorporation and Bylaws of the Surviving Corporation. (a) At the Effective Time, (i) the Articles articles of Incorporation incorporation of Company the Merger Subsidiary as in effect immediately prior to the Effective Time shall be the Articles articles of Incorporation incorporation of the Surviving Corporation until thereafter duly amended as provided by law in accordance with such articles of incorporation and such Articles applicable Legal Requirement. (b) At the Effective Time, the bylaws of Incorporation, and (ii) the Bylaws of Company Merger Subsidiary as in effect immediately prior to the Effective Time shall be the Bylaws bylaws of the Surviving Corporation until thereafter duly amended as provided by law, in accordance with the Articles articles of Incorporation incorporation of the Surviving Corporation and such Bylawsapplicable Legal Requirement.

Appears in 1 contract

Samples: Merger Agreement (Ilog Sa)

Articles of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time, (i) the Articles of Incorporation of the Surviving Corporation shall be the Articles of Incorporation of the Company as in effect immediately prior to the Effective Time shall be Time, and the Articles of Incorporation Bylaws of the Surviving Corporation until thereafter amended as provided by law and such Articles of Incorporation, and (ii) shall be the Bylaws of Company Purchaser as in effect immediately prior to the Effective Time shall be Time, except that the Bylaws of shall contain the Surviving Corporation until thereafter amended as provided indemnification and exculpation provisions required by law, the Articles of Incorporation of the Surviving Corporation and such BylawsSection 4.7(a).

Appears in 1 contract

Samples: Merger Agreement (Watkins Johnson Co)

Articles of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time, (i) the Articles Certificate of Incorporation of Company Sub as in effect immediately prior to the Effective Time shall be the Articles of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Articles Certificate of Incorporation, and (ii) the Bylaws of Company Sub as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation until thereafter amended as provided by law, the Articles of Incorporation of the Surviving Corporation and such Bylaws.

Appears in 1 contract

Samples: Merger Agreement (Fpa Medical Management Inc)

Articles of Incorporation and Bylaws of the Surviving Corporation. At As a result of the Merger and at the Effective Time, (i) the Articles of Incorporation of the Company as in effect immediately prior to before the Effective Time Time, shall be the Articles of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Articles of Incorporation, law; and (ii) the Bylaws of Company the Company, as in effect immediately prior to before the Effective Time Time, shall be the Bylaws of the Surviving Corporation until thereafter amended as provided by law, the Articles of Incorporation of the Surviving Corporation and such Bylaws.

Appears in 1 contract

Samples: Merger Agreement (Industrial Holdings Inc)

Articles of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time, (i) the Articles articles of Incorporation incorporation and bylaws of Company the Company, as in effect immediately prior to the Effective Time, shall be amended and restated as of the Effective Time to be in the form of (except with respect to the name of the Company) the articles of incorporation and bylaws of Merger Sub, and as so amended shall be the Articles articles of Incorporation incorporation and bylaws of the Surviving Corporation until thereafter amended as provided by law and such Articles of Incorporation, and (ii) the Bylaws of Company as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation until thereafter amended as provided by law, the Articles of Incorporation of the Surviving Corporation and such Bylawsamended.

Appears in 1 contract

Samples: Merger Agreement (Precision Castparts Corp)

Articles of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time, (i) the Articles of Incorporation of Company Atmos as in effect immediately prior to the Effective Time shall be the Articles of Incorporation of the Surviving Corporation until thereafter amended as provided by law Law and such Articles of Incorporation, and (ii) the Bylaws of Company Atmos as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation until thereafter amended as provided by lawLaw, the Articles of Incorporation of the Surviving Corporation and such Bylaws.

Appears in 1 contract

Samples: Merger Agreement (Atmos Energy Corp)

Articles of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time, (i) the Articles of Incorporation of Company the Surviving Corporation shall be amended to read in their entirety (except for the corporate name) as set forth in the Articles of Incorporation of Sub as in effect immediately prior to the Effective Time shall be the Articles of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Articles of Incorporation, and (ii) the Bylaws of Company Sub as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation until thereafter amended as provided by law, the Articles of Incorporation of the Surviving Corporation and such Bylaws.

Appears in 1 contract

Samples: Merger Agreement (General Scanning Inc \Ma\)

Articles of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time, (i) the The Articles of Incorporation of Company the Corporation, as in effect immediately prior to the Effective Time Time, shall be the Articles of Incorporation of the Surviving Corporation Corporation, until thereafter amended as provided by law in accordance with the provisions thereof and such Articles of Incorporation, and (ii) the applicable law. The Bylaws of Company as the Corporation in effect immediately prior to at the Effective Time shall be the Bylaws of the respective Surviving Corporation until thereafter amended as provided by in accordance with the provisions thereof and applicable law, the Articles of Incorporation of the Surviving Corporation and such Bylaws.

Appears in 1 contract

Samples: Merger Agreement (Waste Connections Inc/De)

Articles of Incorporation and Bylaws of the Surviving Corporation. (a) At the Effective Time, (i) the Restated Articles of Incorporation of the Company as in effect immediately prior to the Effective Time shall be become the Articles articles of Incorporation incorporation of the Surviving Corporation after the Effective Time, until thereafter amended as provided by law the PBCL and such Articles of Incorporation, and therein. (iib) the The Bylaws of the Company as in effect immediately prior to the Effective Time shall be become the Bylaws bylaws of the Surviving Corporation after the Effective Time, until thereafter amended as provided by lawthe PBCL, the Articles articles of Incorporation incorporation of the Surviving Corporation and such Bylaws.

Appears in 1 contract

Samples: Merger Agreement (Betzdearborn Inc)

Articles of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time, (i) the Articles of Incorporation of the Company as in effect immediately prior to the Effective Time shall be the Articles of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Articles of Incorporation, and (ii) the Bylaws of Company as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation until thereafter amended as provided by law, the Articles of Incorporation of the Surviving Corporation and such Bylaws.

Appears in 1 contract

Samples: Merger Agreement (Geodynamics Corp)

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