Articles of Incorporation; Bylaws. (a) At the Effective Time, the articles of incorporation of the Company shall be amended and restated in substantially the form set forth in Exhibit C and, as so amended, shall be the articles of incorporation of the Surviving Corporation until thereafter amended in accordance with its terms and as provided by applicable Law. (b) At the Effective Time, the bylaws of the Company shall be amended and restated in substantially the form set forth in Exhibit D, and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter amended in accordance with their terms and as provided by applicable Law.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Cardiogenesis Corp /CA), Agreement and Plan of Merger (Cryolife Inc), Merger Agreement (Cryolife Inc)
Articles of Incorporation; Bylaws. (a) At the Effective Time, the articles of incorporation of the Company shall be amended and restated in substantially the form their entirety as set forth in Exhibit C D, and, as so amended, shall be the articles of incorporation of the Surviving Corporation until thereafter amended in accordance with its terms the Act and as provided by applicable Lawin such articles of incorporation.
(b) At the Effective Time, the bylaws of the Company shall be amended and restated in substantially the form set forth in Exhibit D, and, as so amended, shall their entirety to be identical to the bylaws of Merger Sub, as in effect immediately prior to the Surviving Corporation Effective Time, until thereafter amended in accordance with their terms the Act and as provided by applicable Lawin such bylaws.
Appears in 2 contracts
Samples: Merger Agreement (At&t Inc.), Merger Agreement (Superclick Inc)
Articles of Incorporation; Bylaws. (a) At the Effective Time, the articles Articles of incorporation Incorporation of the Company Company, as amended, shall be amended and restated to read in substantially the form set forth in attached hereto as Exhibit C A and, as so amended, shall be the articles of incorporation of the Surviving Corporation until thereafter amended in accordance with its terms and as provided by applicable Law.
(b) At the Effective Time, the bylaws Bylaws of the Company Company, as amended, shall be amended and restated to read in substantially the form set forth in attached hereto as Exhibit D, B and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter amended in accordance with their terms terms, the articles of incorporation of the Surviving Corporation and as provided by applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (Goodman Networks Inc), Merger Agreement (Multiband Corp)
Articles of Incorporation; Bylaws. (a) At the Effective Time, the articles of incorporation of the Company (as amended), as in effect on the date hereof, shall be amended and restated in substantially the form their entirety to read as set forth in on Exhibit C B hereto, and, as so amended, shall be the articles of incorporation of the Surviving Corporation Corporation, until thereafter amended in accordance with its terms and as provided therein and by applicable Law.
(b) . At the Effective Time, the bylaws of Merger Sub in effect immediately prior to the Company shall be amended and restated in substantially the form set forth in Exhibit D, and, as so amended, Effective Time shall be the bylaws of the Surviving Corporation Corporation, until thereafter amended in accordance with their terms and as provided therein and by applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (Hecla Mining Co/De/), Merger Agreement (Mines Management Inc)
Articles of Incorporation; Bylaws. (a) At the Effective Time, the articles of incorporation of the Company shall be amended and restated so that they read in substantially the form their entirety as set forth in Exhibit C A, and, as so amended, shall be the articles of incorporation of the Surviving Corporation until thereafter amended in accordance with its terms and as provided by applicable Lawamended.
(b) At the Effective Time, and without any further action on the part of the Company and Merger Sub, the bylaws of the Company shall be amended and restated so that they read in substantially the form their entirety as set forth in Exhibit DB, and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter amended in accordance with their terms and as provided by applicable Lawamended.
Appears in 2 contracts
Samples: Merger Agreement (Southeastern Grocers, LLC), Merger Agreement (Winn Dixie Stores Inc)
Articles of Incorporation; Bylaws. (a) At the Effective Time, the articles of incorporation of the Company Articles shall be amended and restated so that they read in substantially the form their entirety as set forth in Exhibit C A, and, as so amended, shall be the articles of incorporation of the Surviving Corporation until thereafter amended in accordance with its terms and as provided by applicable Lawamended.
(b) At the Effective Time, and without any further action on the bylaws part of the Company and Merger Sub, the Company Bylaws shall be amended and restated so that they read in substantially the form their entirety as set forth in Exhibit DB, and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter amended in accordance with their terms and as provided by applicable Lawamended.
Appears in 2 contracts
Samples: Merger Agreement (Harris Teeter Supermarkets, Inc.), Merger Agreement (Kroger Co)
Articles of Incorporation; Bylaws. (a) At the Effective Time, the articles of incorporation of the Company shall be amended and restated so that they read in substantially the form their entirety as set forth in Exhibit C B hereto, and, as so amended, shall be the articles of incorporation of the Surviving Corporation until thereafter amended in accordance with its their terms and as provided by applicable Law.
(b) At the Effective Time, and without any further action on the part of the Company and Merger Sub, the bylaws of the Company shall be amended and restated so that they read in substantially the form their entirety as set forth in Exhibit DC hereto, and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter amended in accordance with their terms terms, the 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 (Newport Corp)
Articles of Incorporation; Bylaws. (a) At the Effective Time, the articles Articles of incorporation Incorporation of the Company shall be amended and restated to read in substantially the form set forth in of Exhibit C and, as so amended, shall such Articles of Incorporation will be the articles Articles of incorporation Incorporation of the Surviving Corporation until thereafter changed or amended in accordance with its terms and as provided therein or by applicable Law.
(b) . At the Effective Time, the bylaws Bylaws of the Company shall will be amended and restated at the Effective Time to read in substantially the form set forth in of Exhibit D, D and, as so amended, shall such Bylaws will be the bylaws Bylaws of the Surviving Corporation until thereafter changed or amended in accordance with their terms and as provided therein or by applicable Law.
Appears in 1 contract
Samples: Merger Agreement (Mimvi, Inc.)
Articles of Incorporation; Bylaws. (a) At the Effective Time, (a) the articles Amended and Restated Articles of incorporation Incorporation of the Company shall in effect at the Effective Time will be amended and restated in substantially the form to read as set forth in on Exhibit C and, as so amended, F hereto and shall be the articles certificate of incorporation formation of the Surviving Corporation until thereafter changed or amended in accordance with its terms the provisions thereof and as provided by applicable Law.
the TBOC, and (b) At the bylaws of Merger Sub, as in effect immediately prior to the Effective Time, the bylaws of the Company shall be amended and restated in substantially the form set forth in Exhibit D, and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter changed or amended in accordance with their terms the provisions of the Surviving Corporation’s articles of incorporation and bylaws as provided by applicable Lawwell as the TBOC.
Appears in 1 contract
Samples: Merger Agreement (Ascent Media CORP)
Articles of Incorporation; Bylaws. (a) At the Effective Time, the amended articles of incorporation of the Company shall be amended and restated in substantially the form set forth in Exhibit C and, as so amended, shall be become the articles of incorporation of the Surviving Corporation until thereafter amended in accordance with its their terms and as provided by applicable Law.
(b) At the Effective Time, and without any further action on the part of the Company or Merger Sub, the bylaws of the Company shall be amended and restated so that they read in substantially the form their entirety as set forth in attached hereto as Exhibit DF, and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter amended in accordance with their terms terms, the articles of incorporation of the Surviving Corporation and as provided by applicable Law.
Appears in 1 contract
Articles of Incorporation; Bylaws. (a) At the Effective Time, the articles The Articles of incorporation Incorporation of the Company shall will be amended and restated at the Effective Time to read in substantially the form set forth of Exhibit B and, as so amended, such Articles of Incorporation will be the Articles of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.
(b) The Bylaws of the Company will be amended at the Effective Time to read in the form of Exhibit C and, as so amended, shall such Bylaws will be the articles of incorporation Bylaws of the Surviving Corporation until thereafter changed or amended in accordance with its terms and as provided therein or by applicable Law.
(b) At the Effective Time, the bylaws of the Company shall be amended and restated in substantially the form set forth in Exhibit D, and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter amended in accordance with their terms and as provided by applicable Law.
Appears in 1 contract