Common use of Articles of Incorporation; By-laws Clause in Contracts

Articles of Incorporation; By-laws. (a) At the Effective Time the Articles of Incorporation of Purchaser, as in effect immediately prior to the Effective Time, (in the form attached as Exhibit I) shall be the Articles of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Articles of Incorporation; PROVIDED, HOWEVER, that, at the Effective Time, by virtue of the Merger and this Agreement and without any further action by the Constituent Corporations, Article I of the Articles of Incorporation shall be amended to read as follows: "The name of the corporation is Spine-Tech, Inc." (b) The By-laws of Purchaser, as in effect immediately prior to the Effective Time, by virtue of the Merger and this Agreement and without any further action by the Constituent Corporations, shall be the By-laws of the Surviving Corporation until thereafter amended as provided by law, the Articles of Incorporation of the Surviving Corporation and such By-laws.

Appears in 2 contracts

Samples: Merger Agreement (Spine Tech Inc), Merger Agreement (Spine Tech Inc)

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Articles of Incorporation; By-laws. At the Effective Time, (a) At the Effective Time the Articles articles of Incorporation incorporation of Purchaser, Merger Sub as in effect immediately prior to the Effective Time, (which shall be in the form attached as Exhibit I) C, shall be the Articles articles of Incorporation incorporation of the Surviving Corporation until thereafter amended in accordance with the terms thereof or as provided by law applicable Law, and such Articles of Incorporation; PROVIDED, HOWEVER, that, at the Effective Time, by virtue of the Merger and this Agreement and without any further action by the Constituent Corporations, Article I of the Articles of Incorporation shall be amended to read as follows: "The name of the corporation is Spine-Tech, Inc." (b) The Bythe by-laws of Purchaser, Merger Sub as in effect immediately prior to the Effective Time, by virtue of which shall be in the Merger and this Agreement and without any further action by the Constituent Corporationsform attached as Exhibit D, shall be the Byby-laws of the Surviving Corporation until thereafter amended as provided by lawin accordance with the terms thereof, the Articles articles of Incorporation incorporation of the Surviving Corporation or as provided by applicable Law; provided, however, in each case, that the name of the corporation set forth therein shall be changed to the name of the Company (such articles and such By-lawsbylaws, the “SC Articles” and the “SC Bylaws”, respectively).

Appears in 1 contract

Samples: Merger Agreement (LIVE VENTURES Inc)

Articles of Incorporation; By-laws. (a) At the Effective Time Time, the Articles of Incorporation of PurchaserMerger Sub, as in effect immediately prior to the Effective Time, (in the form attached as Exhibit I) shall be the Articles of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Articles of Incorporation; PROVIDED, HOWEVER, that, at the Effective Time, by virtue of the Merger and this Agreement and without any further action by the Constituent Corporations, Article I of the Articles of Incorporation of the Surviving Corporation shall be amended to read as follows: "The name of the corporation Corporation is Spine-TechTradingDynamics, Inc." (b) The At the Effective Time, the By-laws Laws of PurchaserMerger Sub, as in effect immediately prior to the Effective Time, by virtue of the Merger and this Agreement and without any further action by the Constituent Corporations, shall be the By-laws Laws of the Surviving Corporation until thereafter amended as provided by law, the Articles of Incorporation of the Surviving Corporation and such By-lawsLaws.

Appears in 1 contract

Samples: Merger Agreement (Ariba Inc)

Articles of Incorporation; By-laws. (a) At the Effective Time Time, the Articles of Incorporation of PurchaserMerger Sub, as in effect immediately prior to the Effective Time, (in the form attached as Exhibit I) shall be the Articles of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Articles of Incorporation; PROVIDEDprovided, HOWEVERhowever, that, at the Effective Time, by virtue of the Merger and this Agreement and without any further action by the Constituent Corporations, Article I of the Articles of Incorporation of the Surviving Corporation shall be amended to read as follows: "The name of the corporation is Spine-TechProfessional Dental Technologies, Inc." (b) The At the Effective Time, the By-laws of PurchaserMerger Sub, as in effect immediately prior to the Effective Time, by virtue of the Merger and this Agreement and without any further action by the Constituent Corporations, shall be the By-laws of the Surviving Corporation until thereafter amended as provided by law, the Articles of Incorporation of the Surviving Corporation and such By-laws.

Appears in 1 contract

Samples: Merger Agreement (Zila Inc)

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Articles of Incorporation; By-laws. (a) At From and after the Effective Time Time, subject to the terms of Section 7.06, the Articles of Incorporation of Purchaser, the Surviving Corporation shall be the Articles of Incorporation of Merger Sub as in effect immediately prior to the Effective Time, (in the form attached as Exhibit I) shall be the Articles of Incorporation of the Surviving Corporation Time until thereafter amended in accordance with its terms and as provided by law applicable Law (as herein defined) and such Articles of Incorporation; PROVIDEDthis Agreement, HOWEVER, except that, at as of the Effective Time, by virtue of the Merger and this Agreement and without any further action by the Constituent Corporations, Article I of the such Articles of Incorporation shall be amended to read as follows: "The name of the corporation Corporation is Spine-Tech, Inc."Jasox Xxxorporated". (b) The From and after the Effective Time, subject to the terms of Section 7.06, the By-laws of PurchaserMerger Sub, as in effect immediately prior to the Effective Time, by virtue of the Merger and this Agreement and without any further action by the Constituent Corporations, shall be the By-laws of the Surviving Corporation until thereafter amended as provided by lawapplicable Law, the Articles of Incorporation of the Surviving Corporation and such By-laws.

Appears in 1 contract

Samples: Proxy Statement (Jason Inc)

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