Common use of Certain Effects of the Merger Clause in Contracts

Certain Effects of the Merger. At and as of the Effective Time (1) the Company will be merged with and into Invatec Sub in accordance with the provisions of the Delaware General Corporation Law, (2) the Company will cease to exist as a separate legal entity, (3) Invatec Sub will be the Surviving Company and, as such, will, all with the effect provided by the Delaware General Corporation Law (a) possess all the properties and rights, and be subject to all the restrictions, duties and obligations, of the Company and Invatec Sub and (b) be governed by the laws of the State of Delaware, (4) the Charter Documents of Invatec Sub then in effect will become and thereafter remain (until changed in accordance with (a) applicable law (in the case of the Certificate of Incorporation) or (b) their terms (in the case of the Bylaws)) the Charter Documents of the Surviving Company, except that the Certificate of Incorporation shall be amended to change the name of the Surviving Company to "CECORP, Inc.,"

Appears in 1 contract

Samples: Merger Agreement (Innovative Valve Technologies Inc)

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Certain Effects of the Merger. At and as of the Effective Time (1) the Company will be merged with and into Invatec Sub in accordance with the provisions of the Delaware General Corporation LawLaw of the State of Delaware, (2) the Company will cease to exist as a separate legal entity, (3) Invatec Sub will be the Surviving Company and, as such, will, all with the effect provided by the Delaware General Corporation Law of the State of Delaware (a) possess all the properties and rights, and be subject to all the restrictions, duties and obligations, of the Company and Invatec Sub and (b) be governed by the laws of the State of Delaware, (4) the Charter Documents of Invatec Sub then in effect will become and thereafter remain (until changed in accordance with (a) applicable law (in the case of the Certificate of Incorporation) or (b) their terms (in the case of the Bylaws)) the Charter Documents of the Surviving Company, except that the Certificate of Incorporation shall be amended to change the name of the Surviving Company to "CECORPPlant Maintenance, Inc.,"

Appears in 1 contract

Samples: Merger Agreement (Innovative Valve Technologies Inc)

Certain Effects of the Merger. At and as of the Effective Time Time, (1) the Company will be merged with and into Invatec Sub in accordance with the provisions of the Delaware General Corporation LawDGCL, (2) the Company will cease to exist as a separate legal entity, (3) Invatec Sub will be the Surviving Company and, as such, will, all with the effect provided by the Delaware General Corporation Law DGCL, (a) possess all the properties and rights, and be subject to all the restrictions, duties and obligations, of the Company and Invatec Sub and (b) be governed by the laws of the State of Delaware, (4) the Charter Documents of Invatec Sub then in effect will become and thereafter remain (until changed in accordance with (a) applicable law (in the case of the Certificate of Incorporation) or (b) in accordance with their terms (in the case of the BylawsBy-laws)) ), the Charter Documents of the Surviving Company, except that the Certificate of Incorporation shall be amended to change the name of the Surviving Company to "CECORPIPSCO Holding, Inc.,"

Appears in 1 contract

Samples: Merger Agreement (Innovative Valve Technologies Inc)

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Certain Effects of the Merger. At and as of the Effective Time Time, (1) the Company will be merged with and into Invatec Sub in accordance with the provisions of the Delaware General Corporation LawLaw of the State of Delaware, (2) the Company will cease to exist as a separate legal entity, (3) Invatec Sub will be the Surviving Company and, as such, will, all with the effect provided by the Delaware General Corporation Law of the State of Delaware (a) possess all the properties and rights, and be subject to all the restrictions, duties and obligations, of the Company and Invatec Sub and (b) be governed by the laws of the State of Delaware, (4) the Charter Documents of Invatec Sub then in effect will become and thereafter remain (until changed in accordance with (a) applicable law (in the case of the Certificate of Incorporation) or (b) their terms (in the case of the Bylaws)) the Charter Documents of the Surviving Company, except that the Certificate of Incorporation shall be amended to change the name of the Surviving Company to "CECORPColonial Process Equipment & Service Co., Inc.,"

Appears in 1 contract

Samples: Merger Agreement (Innovative Valve Technologies Inc)

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