Common use of Articles of Incorporation and Bylaws Clause in Contracts

Articles of Incorporation and Bylaws. The articles of incorporation of the Company shall be amended in the Merger to be the same as the articles of incorporation of Merger Sub immediately prior to the Effective Time and shall be the articles of incorporation of the Surviving Corporation until amended in accordance therewith and with applicable law. The bylaws of Merger Sub in effect at the Effective Time shall be the bylaws of the Surviving Corporation until amended in accordance therewith, with the articles of incorporation and with applicable law.

Appears in 2 contracts

Samples: Merger Agreement (Hard Rock Hotel Inc), Merger Agreement (Morgans Hotel Group Co.)

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Articles of Incorporation and Bylaws. The articles Articles of incorporation of the Company shall be amended in the Merger to be the same as the articles of incorporation Incorporation of Merger Sub Sub, as in effect immediately prior to the Effective Time and Time, shall be the articles Articles of incorporation Incorporation of the Surviving Corporation Company, until duly amended in accordance therewith and with applicable law. The bylaws Bylaws of Merger Sub Sub, as in effect at immediately prior to the Effective Time Time, shall be the bylaws Bylaws of the Surviving Corporation Company, until duly amended in accordance therewith, with the articles of incorporation and with applicable law.

Appears in 2 contracts

Samples: Merger Agreement (Post Apartment Homes Lp), Merger Agreement (Columbus Realty Trust)

Articles of Incorporation and Bylaws. The articles From and after the Effective Time, the Articles of incorporation of the Company shall be amended in the Merger to be the same as the articles of incorporation Incorporation of Merger Sub as in effect immediately prior to the Effective Time and shall be the articles Articles of incorporation Incorporation of the Surviving Corporation until thereafter amended in accordance therewith and with applicable law. The bylaws From and after the Effective Time, the Bylaws of Merger Sub in effect at immediately prior to the Effective Time shall be the bylaws Bylaws of the Surviving Corporation until thereafter amended in accordance therewith, with the articles of incorporation and with applicable law.

Appears in 2 contracts

Samples: Merger Agreement (Penn Octane Corp), Merger Agreement (Rio Vista Energy Partners Lp)

Articles of Incorporation and Bylaws. The articles of incorporation of At the Company shall be amended in the Merger to be the same as Effective Time, the articles of incorporation of Merger Sub immediately prior to the Effective Time and shall be the articles of incorporation of the Surviving Corporation until thereafter amended in accordance therewith and with applicable lawLaw and such articles of incorporation. The At the Effective Time, the bylaws of Merger Sub in effect at the Effective Time shall be the bylaws of the Surviving Corporation until thereafter amended in accordance therewithwith applicable Law, with the articles of incorporation of the Surviving Corporation and with applicable lawsuch bylaws.

Appears in 2 contracts

Samples: Merger Agreement (Sands Regent), Merger Agreement (Herbst Gaming Inc)

Articles of Incorporation and Bylaws. The Effective immediately following the Merger, the articles of incorporation of the Company shall be amended Merger Sub, as in the Merger to be the same as the articles of incorporation of Merger Sub effect immediately prior to the Effective Time and shall Time, will be the articles of incorporation of the Surviving Corporation until amended in accordance therewith and with applicable lawexcept that the name of the Company will be the name of the Surviving Corporation. The Effective immediately following the Merger, the bylaws of the Merger Sub Sub, as in effect at immediately prior to the Effective Time shall Time, will be the bylaws of the Surviving Corporation until amended in accordance therewith, with the articles of incorporation and with applicable lawCorporation.

Appears in 1 contract

Samples: Merger Agreement (Strategic Diagnostics Inc/De/)

Articles of Incorporation and Bylaws. The articles Articles of incorporation of the Company shall be amended in the Merger to be the same as the articles of incorporation Incorporation of Merger Sub Sub, as in effect immediately prior to the Effective Time and Time, shall be the articles Articles of incorporation Incorporation of the Surviving Corporation Corporation, until thereafter amended as provided therein and in accordance therewith and with applicable law. The bylaws Bylaws of Merger Sub Sub, as in effect at immediately prior to the Effective Time Time, shall be the bylaws Bylaws of the Surviving Corporation Corporation, until thereafter amended as provided therein and in accordance therewith, with the articles of incorporation and with applicable law.

Appears in 1 contract

Samples: Merger Agreement (PB Bancorp, Inc.)

Articles of Incorporation and Bylaws. (a) The articles of incorporation of the Company shall be amended in the Merger to be the same as the articles of incorporation of Merger Sub as in effect immediately prior to the Effective Time and shall be the articles of incorporation of the Surviving Corporation until amended in accordance therewith and with the terms thereof or as provided by applicable law. Law. (b) The bylaws of Merger Sub as in effect at immediately prior to the Effective Time shall be the bylaws of the Surviving Corporation until amended in accordance therewithwith the terms thereof, with the articles of incorporation and with incorporation, or as provided by applicable lawLaw.

Appears in 1 contract

Samples: Merger Agreement (Firstamerica Automotive Inc /De/)

Articles of Incorporation and Bylaws. The articles of incorporation of Effective immediately following the Company shall be amended in the Merger to be the same as Merger, the articles of incorporation of Merger Sub immediately prior to shall be filed with the Effective Time Merger Filing and shall be the articles of incorporation of the Surviving Corporation Corporation, until amended in accordance therewith and with applicable lawLaw. The Effective immediately following the Merger, the bylaws of Merger Sub in effect at the Effective Time shall be the bylaws of the Surviving Corporation Corporation, until amended in accordance therewith, with the articles of incorporation and with applicable lawLaw.

Appears in 1 contract

Samples: Merger Agreement (Viisage Technology Inc)

Articles of Incorporation and Bylaws. The articles At the Effective Time, the Articles of incorporation Incorporation of Merger Sub, as amended (the “Merger Sub Articles”), as then in effect, will be the Articles of Incorporation of the Company shall be amended in Surviving Corporation, and the Merger to be the same as the articles of incorporation Bylaws of Merger Sub immediately prior to (the Effective Time and shall “Merger Sub Bylaws”), as then in effect, will be the articles of incorporation Bylaws of the Surviving Corporation until amended in accordance therewith and with applicable law. The bylaws of Merger Sub in effect at the Effective Time shall be the bylaws of the Surviving Corporation until amended in accordance therewith, with the articles of incorporation and with applicable lawCorporation.

Appears in 1 contract

Samples: Merger Agreement (Pacific Continental Corp)

Articles of Incorporation and Bylaws. The articles of incorporation Upon the effectiveness of the Company shall be amended in Merger, the Merger to be the same as the articles Articles of incorporation Incorporation of Merger Sub as in effect immediately prior to the Effective Time and shall be the articles Articles of incorporation Incorporation of the Surviving Corporation until amended in accordance therewith Corporation, and with applicable law. The bylaws the By-Laws of Merger Sub as in effect at immediately prior to the Effective Time shall be the bylaws By-Laws of the Surviving Corporation until amended in accordance therewith, with the articles of incorporation and with applicable lawCorporation.

Appears in 1 contract

Samples: Merger Agreement (Discount Auto Parts Inc)

Articles of Incorporation and Bylaws. The articles of incorporation of the Company shall be amended in the Merger to be the same as the articles of incorporation and bylaws of Merger Sub Sub, each as in effect immediately prior to the Effective Time and Time, shall be the articles of incorporation of the Surviving Corporation until amended in accordance therewith and with applicable law. The bylaws of Merger Sub in effect at the Effective Time shall be the bylaws of the Surviving Corporation until thereafter changed or amended as provided in accordance therewith, with the articles of incorporation and with incorporation, the bylaws, or by applicable law.

Appears in 1 contract

Samples: Merger Agreement (Wellstone Filter Sciences Inc /De/)

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Articles of Incorporation and Bylaws. The articles Articles of incorporation of the Company shall be amended in the Merger to be the same as the articles of incorporation Incorporation of Merger Sub immediately prior to in effect at the Effective Time and shall be the articles Articles of incorporation Incorporation of the Surviving Corporation until amended in accordance therewith and with applicable law. The bylaws of Merger Sub in effect at the Effective Time shall be the bylaws of the Surviving Corporation until amended in accordance therewith, with the articles of incorporation and with applicable law.

Appears in 1 contract

Samples: Merger Agreement (Ticketmaster Online Citysearch Inc)

Articles of Incorporation and Bylaws. The articles of incorporation of the Company shall be amended Merger Corp., as in the Merger to be the same as the articles of incorporation of Merger Sub effect immediately prior to the Effective Time and shall Time, will be the articles of incorporation of the Interim Surviving Corporation until thereafter changed or amended in accordance therewith and with as provided therein or by applicable lawlaw (the “Articles of Incorporation”). The bylaws by-laws of Merger Sub Corp., as in effect at immediately prior to the Effective Time shall Time, will be the bylaws by-laws of the Interim Surviving Corporation Corporation, until thereafter changed or amended in accordance therewithas provided therein, with by the articles of incorporation and with or by applicable lawlaw (the “By-Laws”).

Appears in 1 contract

Samples: Merger Agreement (Marshall & Ilsley Corp/Wi/)

Articles of Incorporation and Bylaws. The articles of incorporation of the Company shall be amended Merger Sub, as in the Merger to be the same as the articles of incorporation of Merger Sub existence immediately prior to the Effective Time and Time, shall be the articles of incorporation of the Surviving Corporation from and after the Effective Time unless and until amended in accordance therewith with their terms and with as provided by applicable lawLegal Requirements. The bylaws of Merger Sub Sub, as in effect at immediately prior to the Effective Time Time, shall be the bylaws of the Surviving Corporation from and after the Effective Time unless and until amended in accordance therewith, with their terms and the terms of the articles of incorporation of the Surviving Corporation and with as provided by applicable lawLegal Requirements.

Appears in 1 contract

Samples: Merger Agreement (Diagnostic Products Corp)

Articles of Incorporation and Bylaws. The articles of incorporation of the Company shall be amended in the Merger to be the same as the articles of incorporation of Merger Sub as in effect immediately prior to the Effective Time and of the Merger shall be the articles of incorporation of the Surviving Corporation until amended in accordance therewith and with applicable lawCorporation. The bylaws of Merger Sub as in effect at immediately prior to the Effective Time of the Merger shall be the bylaws of the Surviving Corporation until amended in accordance therewith, with the articles of incorporation and with applicable lawCorporation.

Appears in 1 contract

Samples: Merger Agreement (RTW Inc /Mn/)

Articles of Incorporation and Bylaws. The articles Articles of incorporation of the Company shall be amended in the Merger to be the same as the articles of incorporation Incorporation of Merger Sub in effect immediately prior to the Effective Time and shall will be the articles Articles of incorporation Incorporation of the Surviving Corporation Corporation, until duly amended in accordance therewith and with applicable law. The bylaws Bylaws of Merger Sub in effect at immediately prior to the Effective Time shall will be the bylaws Bylaws of the Surviving Corporation Corporation, until duly amended in accordance therewith, with the articles of incorporation and with applicable law.

Appears in 1 contract

Samples: Merger Agreement (Spheris Leasing LLC)

Articles of Incorporation and Bylaws. The articles of incorporation of the Company shall be amended in the Merger to be the same as the articles of incorporation of Merger Sub immediately prior to At the Effective Time and subject to Section 5.07(a), the Articles of Incorporation of Merger Sub shall be the articles Articles of incorporation Incorporation of the Surviving Corporation until thereafter amended in accordance therewith as permitted by Law and with applicable lawsuch Articles of Incorporation. The bylaws At the Effective Time and subject to Section 5.07(a), the Bylaws of Merger Sub in effect at the Effective Time shall be the bylaws Bylaws of the Surviving Corporation until thereafter amended in accordance therewithas permitted by Law, with the articles Articles of incorporation Incorporation of the Surviving Corporation and with applicable lawsuch Bylaws.

Appears in 1 contract

Samples: Merger Agreement (Angelica Corp /New/)

Articles of Incorporation and Bylaws. The articles of incorporation of the Company shall be amended in the Merger to be the same as the articles of incorporation of Merger Sub immediately prior to in effect at the Effective Time and shall be the articles of incorporation of the Surviving Corporation until amended in accordance therewith and with applicable law. The bylaws of the Merger Sub in effect at the Effective Time shall be the bylaws of the Surviving Corporation until amended in accordance therewith, with the articles of incorporation and with applicable law.

Appears in 1 contract

Samples: Merger Agreement (O2wireless Solutions Inc)

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