Common use of Terms of the Merger Clause in Contracts

Terms of the Merger. (a) The Articles of Merger shall provide that, upon the filing thereof, the Articles of Incorporation of ASFC shall be the articles of incorporation of the Surviving Corporation. (b) The bylaws of Buyer Sub in effect at the Effective Time shall be the bylaws of the Surviving Corporation, until duly amended in accordance with the terms thereof, of the articles of incorporation of the Surviving Corporation and of the IBCL. (c) The directors of Buyer Sub at the Effective Time shall, from and after the Effective Time, be the directors of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation's articles of incorporation and bylaws. (d) The officers of ASFC at the Effective Time shall, from and after the Effective Time, be the officers of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation's articles of incorporation and bylaws.

Appears in 3 contracts

Samples: Merger Agreement (Lincoln National Corp), Merger Agreement (Safeco Corp), Merger Agreement (American States Financial Corp)

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Terms of the Merger. (a) The Articles articles of Merger shall provide that, upon incorporation of the filing thereof, Company in effect at the Articles of Incorporation of ASFC Effective Time shall be the articles of incorporation of the Surviving CorporationCorporation until duly amended in accordance with the terms thereof and of the PBCL. (b) The bylaws of Buyer Sub in effect at the Effective Time shall be the bylaws of the Surviving Corporation, Corporation until duly amended in accordance with the terms thereof, of the articles of incorporation of the Surviving Corporation and of the IBCLPBCL. (c) The directors of Buyer Sub at the Effective Time shall, from and after the Effective Time, be the directors of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation's articles of incorporation and bylaws. (d) The officers of ASFC the Company at the Effective Time shall, from and after the Effective Time, be the officers of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation's articles of incorporation and bylaws.

Appears in 1 contract

Samples: Merger Agreement (Kingsway Financial Services Inc)

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