Articles of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time, the articles of incorporation and bylaws of the Company, in each case as amended to date and as in effect immediately prior to the Effective Time (collectively, the “Company Charter Documents”), shall be amended as of the Effective Time to be in the form of (except with respect to the name of the Company (which shall remain “Avista Corporation”) and any changes necessary so that they shall be in compliance with Section 5.8 and the requirements set forth on Exhibit A attached hereto) the articles of incorporation and bylaws of Merger Sub as of the date hereof and as so amended shall be the articles of incorporation and bylaws of the Surviving Corporation until thereafter amended as provided therein or by applicable Law (and subject to Section 5.8).
Appears in 4 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger, Agreement and Plan of Merger (Avista Corp)
Articles of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time, the articles of incorporation and bylaws of the Company, in each case as amended to date and as in effect immediately prior to the Effective Time (collectively, the “Company Charter Documents”), shall be amended as of the Effective Time to be in the form of (except with respect to the name of the Company (which shall remain be “Avista Dominion Questar Corporation”) and ), any changes necessary so that they shall be in compliance with Section 5.8 and and, to the requirements set forth on Exhibit A attached heretoextent not inconsistent with any of the foregoing, such other changes as Parent deems necessary or appropriate) the articles of incorporation and bylaws of Merger Sub as of the date hereof and as so amended shall be the articles of incorporation and bylaws of the Surviving Corporation until thereafter amended as provided therein or by applicable Law (and subject to Section 5.8).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Questar Corp), Agreement and Plan of Merger (Dominion Resources Inc /Va/)
Articles of Incorporation and Bylaws of the Surviving Corporation. At Subject to Section 5.06, at the Effective Time, (a) the articles of incorporation of the Surviving Corporation shall be amended and restated in their entirety to read as set forth on Exhibit A attached hereto and (b) the bylaws of the Company, Surviving Corporation shall be amended and restated in each case as amended their entirety to date and be identical to the bylaws of Sub as in effect immediately prior to the Effective Time (collectively, except that references therein to the “Company Charter Documents”), name of Sub shall be amended as of the Effective Time to be in the form of (except with respect replaced by references to the name of the Company (which shall remain “Avista Surviving Corporation”) and any changes necessary so that they shall be ), in compliance each case, until thereafter amended in accordance with Section 5.8 Applicable Law and the requirements set forth on Exhibit A attached hereto) the articles applicable provisions of incorporation and bylaws of Merger Sub as of the date hereof and as so amended shall be the articles of incorporation and bylaws of the Surviving Corporation until thereafter amended as provided therein or by applicable Law (and subject to Section 5.8)Corporation.
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Articles of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time, the articles of incorporation and bylaws of the Company, in each case as amended to date and as in effect immediately prior to the Effective Time (collectively, the “Company Charter Documents”), shall be amended as of the Effective Time to be in the form of (except with respect to the name of the Company (which shall remain “Avista Corporation”) and for any changes necessary so that they shall be in compliance to comply with Section 5.8 and and, to the requirements set forth on Exhibit A attached heretoextent not inconsistent with any of the foregoing, such other changes as Parent deems necessary or appropriate) the articles of incorporation and bylaws of the Merger Sub as of the date hereof and as so amended shall be the articles of incorporation and bylaws of the Surviving Corporation until thereafter amended as provided therein or by applicable Law (and subject to Section 5.8).
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Samples: Agreement and Plan of Merger (Delta Natural Gas Co Inc)