Certificate of Incorporation and By-laws of the Surviving Corporation. The certificate of incorporation and by-laws of the Surviving Corporation shall be amended at the Effective Time to be in the form of Exhibit 2.5 hereto and, as so amended, such certificate of incorporation and by-laws shall be the certificate of incorporation and by-laws of the Surviving Corporation until thereafter amended as provided by law and such certificate of incorporation and by-laws (and subject to Section 5.7).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (FFG Merger Corporation, Inc), Agreement and Plan of Merger (Gmi Merger Corp), Agreement and Plan of Merger (Guilford Mills Inc)
Certificate of Incorporation and By-laws of the Surviving Corporation. (a) The certificate of incorporation and by-laws of the Surviving Corporation Company (the “Company Certificate”) shall be amended at the Effective Time in its entirety to be the same as set forth in the form of Exhibit 2.5 hereto 1.5(a) and, as so amended, such certificate of incorporation and by-laws shall be the certificate of incorporation and by-laws of the Surviving Corporation following the Merger until thereafter amended as provided by law in accordance with its terms, in each case consistent with the obligations set forth in Section 5.9, and such certificate of incorporation and by-laws (and subject to Section 5.7)the CBCA.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Leever Daniel H), Agreement and Plan of Merger (Court Square Capital Partners II LP)
Certificate of Incorporation and By-laws of the Surviving Corporation. The certificate At the Effective Time, the Certificate of incorporation Incorporation and byBy-laws Laws of the Surviving Corporation Company shall be amended at the Effective Time in their entirety to be read as set forth in the form of Exhibit 2.5 hereto andB and Exhibit C hereto, respectively, and as so amended, such certificate of incorporation and by-laws shall be the certificate Certificate of incorporation Incorporation and byBy-laws Laws of the Surviving Corporation Corporation, until thereafter duly amended as provided therein or by law and such certificate of incorporation and by-laws applicable Law (and subject to Section 5.76.7(b) of this Agreement).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Chindex International Inc), Agreement and Plan of Merger (Chindex International Inc)
Certificate of Incorporation and By-laws of the Surviving Corporation. The At the Effective Time, the certificate of incorporation and by-laws of the Surviving Corporation shall be amended at the Effective Time and restated in their entirety to be in the form of Exhibit 2.5 hereto and, as so amended, such the certificate of incorporation and by-laws of Merger Sub, attached hereto as Exhibit A, except that the name of the Surviving Corporation shall at the Effective Time be changed to “Asset Acceptance Capital Corp.” and as so amended shall be the certificate of incorporation and by-laws of the Surviving Corporation until thereafter amended as provided therein or by law and such certificate of incorporation and by-laws applicable Law (and subject to Section 5.75.8).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Asset Acceptance Capital Corp), Agreement and Plan of Merger (Encore Capital Group Inc)
Certificate of Incorporation and By-laws of the Surviving Corporation. The At the Effective Time, the certificate of incorporation and by-laws of the Surviving Corporation Company, as in effect immediately prior to the Effective Time, shall be amended at and restated as of the Effective Time to be in the form of Exhibit 2.5 hereto and, as so amended, such (except with respect to the name of the Company) the certificate of incorporation and by-laws of Merger Sub attached hereto as Exhibit A and as amended shall be the certificate of incorporation and by-laws of the Surviving Corporation until thereafter amended as provided therein or by law and such certificate of incorporation and by-laws applicable Law (and subject to Section 5.75.8 hereof).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Teva Pharmaceutical Industries LTD), Agreement and Plan of Merger (Cephalon Inc)
Certificate of Incorporation and By-laws of the Surviving Corporation. The certificate of incorporation and by-laws of the Surviving Corporation Company, as in effect immediately prior to the Effective Time, shall be amended at and as of the Effective Time to be in the form of Exhibit 2.5 hereto andA and Exhibit B, respectively, and as so amended, such certificate of incorporation and by-laws amended shall be the certificate of incorporation and by-laws of the Surviving Corporation until thereafter amended as provided by law and such certificate of incorporation and by-laws (and subject to Section 5.7)5.8) as provided therein or by Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sage Summit LP), Agreement and Plan of Merger (GLG Partners, Inc.)
Certificate of Incorporation and By-laws of the Surviving Corporation. The certificate Certificate of incorporation and by-laws Incorporation of the Surviving Corporation shall be amended at the Effective Time as provided in Exhibit A to be the Certificate of Merger until amended as provided by Law, and the Bylaws of Acquisition in effect at the form of Exhibit 2.5 hereto and, as so amended, such certificate of incorporation and by-laws Effective Time shall be the certificate of incorporation and by-laws Bylaws of the Surviving Corporation until thereafter amended as provided by law and such certificate of incorporation and by-laws (and subject to Section 5.7)Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Openwave Systems Inc)
Certificate of Incorporation and By-laws of the Surviving Corporation. The certificate of incorporation and the by-laws of the Surviving Corporation shall be amended at the Effective Time to be in the form of Exhibit 2.5 hereto and, as so amended, such certificate of incorporation and by-laws shall be the certificate of incorporation and the by-laws of the Surviving Corporation HCC-Inc. until thereafter amended as provided by law and such certificate of incorporation and by-laws (and subject to Section 5.7)in accordance with applicable Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Heritage-Crystal Clean, Inc.)
Certificate of Incorporation and By-laws of the Surviving Corporation. The certificate At the Effective Time, the Certificate of incorporation Incorporation and byBy-laws Laws of the Surviving Corporation Company shall be amended at the Effective Time in their entirety to be read as set forth in the form of Exhibit 2.5 hereto andA and Exhibit B hereto, respectively, and as so amended, such certificate of incorporation and by-laws shall be the certificate Certificate of incorporation Incorporation and byBy-laws Laws of the Surviving Corporation Corporation, until thereafter duly amended as provided therein or by law and such certificate of incorporation and by-laws applicable Law (and subject to Section 5.76.7(b) hereof).
Appears in 1 contract
