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 DGCL, (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 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 By-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 "IPSCO Holding, Inc.,"
Appears in 1 contract
Sources: 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 DGCLGeneral Corporation Law 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 DGCL, 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) in accordance with their terms (in the case of By-lawsthe 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 "IPSCO HoldingPlant Maintenance, Inc.,"
Appears in 1 contract
Sources: 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 DGCLDelaware 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 DGCL, 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) in accordance with their terms (in the case of By-lawsthe 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 "IPSCO HoldingCECORP, Inc.,"
Appears in 1 contract
Sources: Merger Agreement (Innovative Valve Technologies Inc)
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 DGCLGeneral Corporation Law 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 DGCL, 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) in accordance with their terms (in the case of By-lawsthe 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 "IPSCO HoldingColonial Process Equipment & Service Co., Inc.,"
Appears in 1 contract
Sources: Merger Agreement (Innovative Valve Technologies Inc)