Articles of Incorporation; By-laws. At the Effective Time, the Articles of Incorporation, as amended, of the Acquiror (the "Acquiror Articles") and the By-Laws, as amended, of the Acquiror ("Acquiror By-Laws"), as in effect immediately prior to the Effective Time, shall be the Articles of Incorporation and the By-Laws of the Surviving Corporation.
Articles of Incorporation; By-laws. (a) At the Effective Time, the Articles of Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Articles of Incorporation of the Surviving Corporation.
(b) The By-Laws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the By-Laws of the Surviving Corporation.
Articles of Incorporation; By-laws. (a) From and after the Effective Time, subject to the terms of Section 7.06, the Articles of Incorporation of the Surviving Corporation shall be the Articles of Incorporation of Merger Sub as in effect immediately prior to the Effective Time until thereafter amended in accordance with its terms and as provided by applicable Law (as herein defined) and this Agreement, except that, as of the Effective Time, Article I of such Articles of Incorporation shall be amended to read as follows: "The name of the Corporation is "Jasox Xxxorporated".
(b) From and after the Effective Time, subject to the terms of Section 7.06, the By-laws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the By-
Articles of Incorporation; By-laws. (i) At the Effective Time and without any further action on the part of the Company and Purchaser, the Articles of Incorporation of the Company as in effect immediately prior to the Effective Time, until thereafter amended as provided therein and under the CGCL, shall be the Articles of Incorporation of the Surviving Corporation; provided, that, upon the consummation of the Merger, such Articles of Incorporation shall be amended in accordance with Section 1110(d) of the CGCL to change the name of the Surviving Corporation to Axiohm Inc.
(ii) At the Effective Time and without any further action on the part of the Company and Purchaser, the By-Laws of Purchaser shall be the By-Laws of the Surviving Corporation and thereafter may be amended or repealed in accordance with their terms or the Articles of Incorporation of the Surviving Corporation and as provided by law.
Articles of Incorporation; By-laws. (a) At the Effective Time, subject to Section 6.06, the Articles of Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Articles of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Articles of Incorporation.
(b) Unless otherwise determined by Parent prior to the Effective Time, and subject to Section 6.06, at the Effective Time, the By-laws of Merger Sub, as in effect immediately prior to the Effective Time, 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.
Articles of Incorporation; By-laws. (a) At the Effective Time, the Articles of Incorporation attached hereto as Exhibit A shall be the Articles of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Articles of Incorporation.
(b) At the Effective Time, the By-laws attached hereto as Exhibit B shall be the By-laws of the Surviving Corporation until thereafter amended as provided by law and such By-laws.
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.
Articles of Incorporation; By-laws. At the Effective Time, the Certificate of Incorporation and Bylaws of Powin Corporation shall be the Articles of Incorporation and Bylaws of the Surviving Corporation.
Articles of Incorporation; By-laws. Castor and SpinCo shall take, or cause to be taken, all necessary actions for the Organizational Documents to be adopted by SpinCo and for the Organizational Documents to be in effect on or before the Relevant Time.
Articles of Incorporation; By-laws. At the Effective Time:
(a) the articles of incorporation of the Merger Sub in effect immediately prior to the Effective Time shall be the articles of incorporation of the Surviving Corporation, except that references to the Merger Sub’s name shall be replaced with references to the Surviving Corporation’s name, until thereafter amended in accordance with the terms thereof or as provided by Applicable Laws; and
(b) the by-laws of the Merger Sub as in effect immediately prior to the Effective Time shall be the by-laws of the Surviving Corporation, except that references to the Merger Sub’s name shall be replaced with references to the Surviving Corporation’s name, until thereafter amended in accordance with the terms thereof, the articles of incorporation of the Surviving Corporation, or as provided by Applicable Laws.
