Common use of Articles of Incorporation; Bylaws Clause in Contracts

Articles of Incorporation; Bylaws. (a) At the Effective Time, the Articles of Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be amended to read in its entirety as set forth in Exhibit A attached hereto and, as so amended, shall be the Articles of Incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and as provided by Law. (b) At the Effective Time, the Bylaws of the Company, as in effect immediately prior to the Effective Time, shall be amended and restated to read in its entirety as set forth in Exhibit B attached hereto and, as so amended and restated, shall be the Bylaws of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and as provided by Law.

Appears in 4 contracts

Samples: Merger Agreement (Devcon International Corp), Merger Agreement (Sunair Services Corp), Merger Agreement

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Articles of Incorporation; Bylaws. (a) At the Effective Time, the Articles articles of Incorporation incorporation of the Company, as in effect immediately prior to the Effective Time, Company shall be amended to and restated so that they read in its their entirety as set forth in Exhibit A attached hereto hereto, and, as so amendedamended and restated, shall be the Articles articles of Incorporation incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof their terms and as provided by applicable Law. (b) At the Effective Time, and without any further action on the Bylaws part of the CompanyCompany and Merger Sub, as in effect immediately prior to the Effective Time, bylaws of the Company shall be amended and restated to so that they read in its their entirety as set forth in Exhibit B attached hereto hereto, and, as so amended and restated, shall be the Bylaws bylaws of the Surviving Corporation until thereafter amended in accordance with their terms, the provisions thereof articles of incorporation of the Surviving Corporation and as provided by applicable Law.

Appears in 2 contracts

Samples: Merger Agreement (TomoTherapy Inc), Merger Agreement (Accuray Inc)

Articles of Incorporation; Bylaws. (a) At the Effective Time, subject to Section 5.11, the Articles articles of Incorporation incorporation of the Company, as in effect immediately prior to the Effective Time, Company shall be amended to so that they read in its their entirety as set forth in Exhibit A attached hereto B hereto, and, as so amended, shall be the Articles articles of Incorporation incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof their terms and as provided by applicable Law. (b) At the Effective Time, and without any further action on the Bylaws part of the CompanyCompany and Merger Sub, as in effect immediately prior subject to Section 5.11, the Effective Time, bylaws of the Company shall be amended and restated to so that they read in its their entirety as set forth in Exhibit B attached hereto C hereto, and, as so amended and restatedamended, shall be the Bylaws bylaws of the Surviving Corporation until thereafter amended in accordance with their terms, the provisions thereof articles of incorporation of the Surviving Corporation and as provided by applicable Law.

Appears in 2 contracts

Samples: Merger Agreement (MKS Instruments Inc), Merger Agreement (Electro Scientific Industries Inc)

Articles of Incorporation; Bylaws. (a) At the Effective Time, and without any further action on the Articles part of Incorporation either the Company or Merger Sub, the articles of incorporation of the Company, as in effect immediately prior to the Effective Time, Company shall be amended to and restated so that they read in its their entirety as set forth in Exhibit A attached hereto hereto, and, as so amendedamended and restated, shall be the Articles articles of Incorporation incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof their terms and as provided by applicable Law. (b) At the Effective Time, and without any further action on the Bylaws part of the CompanyCompany and Merger Sub, as in effect immediately prior to the Effective Time, bylaws of the Company shall be amended and restated to so that they read in its their entirety as set forth in Exhibit B attached hereto hereto, and, as so amended and restated, shall be the Bylaws bylaws of the Surviving Corporation until thereafter amended in accordance with their terms, the provisions thereof articles of incorporation of the Surviving Corporation and as provided by applicable Law.

Appears in 2 contracts

Samples: Merger Agreement (Harbin Electric, Inc), Merger Agreement (Harbin Electric, Inc)

Articles of Incorporation; Bylaws. (a) At the Effective Time, the Company Articles of Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be amended so as to read in its their entirety as is set forth in Exhibit A attached hereto annexed hereto, and, as so amended, shall be the Articles articles of Incorporation incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof their terms and as provided by Law. (b) At the Effective Time, and without any further action on the Bylaws part of the CompanyCompany and Merger Sub, as in effect immediately prior to the Effective Time, Company Bylaws shall be amended and restated so as to read in its their entirety in the form as is set forth in Exhibit B attached hereto annexed hereto, and, as so amended and restatedamended, shall be the Bylaws bylaws of the Surviving Corporation until thereafter amended in accordance with their terms, the provisions thereof articles of incorporation of the Surviving Corporation and as provided by Law.

Appears in 2 contracts

Samples: Merger Agreement (U.S. Renal Care Inc), Merger Agreement (Dialysis Corp of America)

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Articles of Incorporation; Bylaws. (a) At the Effective Time, the Articles articles of Incorporation incorporation of the Company, as in effect immediately prior to the Effective Time, Company shall be amended to so that they read in its their entirety as set forth in Exhibit A attached hereto annexed hereto, and, as so amended, shall be the Articles articles of Incorporation incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof their terms and as provided by Applicable Law. (b) At the Effective Time, and without any further action on the Bylaws part of the CompanyCompany or Merger Sub, as in effect immediately prior to the Effective Time, bylaws of the Company shall be amended and restated to so that they read in its their entirety as set forth in Exhibit B attached hereto annexed hereto, and, as so amended and restated, shall be the Bylaws bylaws of the Surviving Corporation until thereafter amended or restated in accordance with their terms, the provisions thereof articles of incorporation of the Surviving Corporation and as provided by Lawlaw.

Appears in 2 contracts

Samples: Merger Agreement (Ingram Micro Inc), Merger Agreement (Brightpoint Inc)

Articles of Incorporation; Bylaws. (a) At the Effective Time, the Articles articles of Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be amended to read in its entirety as set forth in Exhibit A attached hereto and, as so amended, shall be the Articles of Incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and as provided by Law. (b) At the Effective Time, the Bylaws incorporation of the Company, as in effect immediately prior to the Effective Time, shall be amended and restated to read so that it reads in its entirety as set forth in Exhibit B attached hereto C hereto, and, as so amended and restated, shall be the Bylaws articles of incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof its terms and as provided by applicable Law. (b) At the Effective Time, the bylaws of the Company, as in effect immediately prior to the Effective Time, shall be amended and restated so that it reads in its entirety as set forth in Exhibit D hereto, and, as so amended and restated, shall be the bylaws of the Surviving Corporation until thereafter amended in accordance with their terms, the articles of incorporation of the Surviving Corporation and as provided by applicable Law.

Appears in 1 contract

Samples: Merger Agreement (Affinity Gaming)

Articles of Incorporation; Bylaws. (a) At the Effective Time, the Articles articles of Incorporation incorporation of the Company, as in effect immediately prior to the Effective Time, Company shall be amended to read and restated so that it reads in its entirety as set forth in Exhibit A attached hereto hereto, and, as so amendedamended and restated, shall be the Articles amended and restated articles of Incorporation incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof its terms and as provided by applicable Law. (b) At the Effective Time, and without any further action on the Bylaws part of the CompanyCompany and Merger Sub, as in effect immediately prior to the Effective Time, amended and restated bylaws of the Company shall be amended and restated to so that they read in its their entirety as set forth in Exhibit B attached hereto hereto, and, as so amended and restatedamended, shall be the Bylaws bylaws of the Surviving Corporation until thereafter amended in accordance with their terms, the provisions thereof articles of incorporation of the Surviving Corporation and as provided by applicable Law.

Appears in 1 contract

Samples: Merger Agreement (American Wagering Inc)

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