Certificate of Incorporation and By-Laws. (a) The certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Whirlpool Corp /De/), Agreement and Plan of Merger (Maytag Corp), Agreement and Plan of Merger (Whirlpool Corp /De/)
Certificate of Incorporation and By-Laws. (a) The certificate At the Effective Time, the Certificate of incorporation Incorporation and the By-Laws of the Company, in each case as in effect immediately prior to the Effective Time, shall be the certificate Certificate of incorporation Incorporation and the By-Laws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Lawlaw.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Kci Acquisition Corp), Agreement and Plan of Merger (Valley Forge Corp), Agreement and Plan of Merger (Brining David R)
Certificate of Incorporation and By-Laws. (a) The certificate of incorporation of the Company, Company as in effect immediately prior to the Effective Time, Time shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Lawlaw.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Triathlon Broadcasting Co), Agreement and Plan of Merger (Northbay Financial Corp), Agreement and Plan of Merger (Capstar Broadcasting Corp)
Certificate of Incorporation and By-Laws. (a) The certificate Certificate of incorporation Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Lawlaw.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (International Business Machines Corp), Agreement and Plan of Merger (Rexam Acquisition Subsidiary Inc), Agreement and Plan of Merger (Mainspring Inc)
Certificate of Incorporation and By-Laws. (a) The certificate Certificate of incorporation Incorporation of the Company, Sub as in effect immediately prior to the Effective Time, Time shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Kagt Holdings Inc), Agreement and Plan of Merger (Forrester Research Inc), Agreement and Plan of Merger (National Vision Inc)
Certificate of Incorporation and By-Laws. (ai) The certificate of incorporation of the CompanyCompany (the "Company Charter"), as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation Company until thereafter changed or amended as provided therein or by under applicable Lawlaw.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Fidelity National Financial Inc /De/), Agreement and Plan of Merger (Fidelity National Information Services, Inc.), Agreement and Plan of Merger (Fidelity National Financial Inc /De/)
Certificate of Incorporation and By-Laws. (a) The certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Lawlaw.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Del Laboratories Inc), Conformed Copy (Zurich Reinsurance Centre Holdings Inc), Conformed Copy (Zurich Insurance Co)
Certificate of Incorporation and By-Laws. (a) The certificate Certificate of incorporation Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Applicable Law; provided, however, that such Certificate of Incorporation shall be amended to become identical to the Certificate of Incorporation of Sub as in effect immediately prior to the Effective Time except that Article I thereof shall be amended to change the name of the Surviving Corporation to the name of the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Foilmark Inc), Agreement and Plan of Merger (Illinois Tool Works Inc)
Certificate of Incorporation and By-Laws. (a) The certificate Second Amended and Restated Certificate of incorporation Incorporation of the CompanyCompany (the "Certificate of Incorporation"), as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Lawlaw.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Johnson & Johnson), Agreement and Plan of Merger (Chase Venture Capital Associates L P)
Certificate of Incorporation and By-Laws. (a) The certificate Certificate of incorporation Incorporation of the Company, as Acquisition in effect immediately prior at the Effective Time shall be attached to the Effective TimeCertificate of Merger as an amendment to the Certificate of Incorporation of Holdings, with the effect that such Certificate of Incorporation shall be become the certificate Certificate of incorporation Incorporation of the Surviving Corporation Entity, until thereafter changed or amended as provided therein or by applicable Lawand under the GCL.
Appears in 2 contracts
Samples: Stock Purchase and Merger Agreement (Borden Inc), Stock Purchase and Merger Agreement (SFG Capital Corp)
Certificate of Incorporation and By-Laws. (a) The certificate Certificate of incorporation Incorporation of the Company, as in effect immediately prior to the Effective TimeTime of the Merger, shall be amended as of the certificate Effective Time of incorporation the Merger to read as set forth in Exhibit A hereto, and, as so amended, such Certificate of Incorporation shall be the Certificate of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Lawlaw.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Camco International Inc), Agreement and Plan of Merger (Camco International Inc)
Certificate of Incorporation and By-Laws. (a) The certificate Restated Certificate of incorporation Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Lawlaw.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bethlehem Steel Corp /De/), Agreement and Plan of Merger (Lukens Inc)
Certificate of Incorporation and By-Laws. (a) The certificate Certificate of incorporation Incorporation of the Company, as Surviving Corporation shall be the Certificate of Incorporation of the Company in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation Time until thereafter changed or amended as provided therein or and by applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Von Hoffmann Holdings Inc), Agreement and Plan of Merger (Aki Inc)
Certificate of Incorporation and By-Laws. (a) The certificate Certificate of incorporation Incorporation of the CompanyMerger Subsidiary, as in effect immediately prior to the Effective Time, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Lawlaw.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Gaylord Container Corp /De/), Agreement and Plan of Merger (Gaylord Container Corp /De/)
Certificate of Incorporation and By-Laws. (a) The certificate of incorporation of the CompanyCompany Charter, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Lawlaw.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Carters Inc), Agreement and Plan of Merger (Oshkosh B Gosh Inc)
Certificate of Incorporation and By-Laws. (a) The certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Applicable Law.; provided, however, that such certificate of incorporation shall be amended to be in the form attached hereto as Exhibit B.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Illinois Tool Works Inc), Agreement and Plan of Merger (Click Commerce Inc)
Certificate of Incorporation and By-Laws. (a) The At the Effective Time, the certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, Company shall be the certificate of incorporation of the Surviving Corporation Corporation, until thereafter changed or amended as provided therein or by in accordance with the provisions thereof and applicable LawLaw (subject to Section 5.10).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Albemarle Corp), Agreement and Plan of Merger (Rockwood Holdings, Inc.)
Certificate of Incorporation and By-Laws. (a) The certificate of incorporation of the CompanyCompany Certificate, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.Surviving
Appears in 2 contracts
Samples: Acquisition Agreement and Plan of Merger (EverBank Financial Corp), Acquisition Agreement and Plan of Merger (EverBank Financial Corp)
Certificate of Incorporation and By-Laws. (a) The certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tejas Inc), Agreement and Plan of Merger (Tejas Inc)
Certificate of Incorporation and By-Laws. (a) The certificate Amended and Restated Certificate of incorporation Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Lawlaw.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (International Business Machines Corp), Agreement and Plan of Merger (Crossworlds Software Inc)
Certificate of Incorporation and By-Laws. (a) The certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, shall will be amended at the Effective Time to read in the form of Exhibit A hereto and, as so amended, such certificate of incorporation will be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Readers Digest Association Inc)
Certificate of Incorporation and By-Laws. (a) The certificate of incorporation of the Company, Acquisition as in effect immediately prior to at the Effective Time, Time shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Lawand under the DGCL.
Appears in 1 contract
Certificate of Incorporation and By-Laws. (a) The certificate Certificate of incorporation Incorporation of the CompanyPurchaser, as in effect immediately prior to the Effective Time, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation (except that the name of the Surviving Corporation shall be American Buildings Company) until thereafter changed or amended as provided therein or by applicable Lawlaw.
Appears in 1 contract
Samples: Agreement and Plan of Merger (American Buildings Co /De/)
Certificate of Incorporation and By-Laws. (a) The certificate Certificate of incorporation Incorporation of the CompanyCompany (the "Certificate of Incorporation"), as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation Corporation, until thereafter changed or amended as provided therein or by applicable Lawlaw.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Blanch E W Holdings Inc)
Certificate of Incorporation and By-Laws. (a) The certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, shall upon the Effective Time be amended and restated in full to read as set forth in Exhibit A and as so amended and restated shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable LawCorporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (CF Industries Holdings, Inc.)
Certificate of Incorporation and By-Laws. (a) The certificate ---------------------------------------- Certificate of incorporation Incorporation of the Company, Company as in effect immediately prior to at the Effective Time, Time of the Merger shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation Corporation, until thereafter changed or amended as provided therein or by applicable Lawamended.
Appears in 1 contract
Samples: Physician Support Systems Inc
Certificate of Incorporation and By-Laws. (a) The certificate Certificate of incorporation Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Lawlaw.
Appears in 1 contract
Certificate of Incorporation and By-Laws. (a) The certificate Certificate of incorporation Incorporation of the Company, Purchaser as in effect immediately prior to the Effective Time, Time shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.
Appears in 1 contract
Certificate of Incorporation and By-Laws. (a) The certificate Certificate of incorporation Incorporation of the Company, as in effect immediately prior to Company at the Effective Time, Time shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation (until modified in accordance with applicable law). The By-Laws of the Company at the Effective Time shall be the By-Laws of the Surviving Corporation until thereafter changed or amended as provided therein or by modified in accordance with applicable Lawlaw.
Appears in 1 contract
Certificate of Incorporation and By-Laws. (a) The certificate Certificate of incorporation Incorporation of the CompanyAcquisition Subsidiary, as in effect immediately prior to the Effective Time, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Lawlaw.
Appears in 1 contract
Samples: Thor Industries Inc
Certificate of Incorporation and By-Laws. (a) The certificate of incorporation of the Company, as Acquisition in effect immediately prior to the Effective Time, Time shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by in accordance with applicable Lawlaw.
Appears in 1 contract
Certificate of Incorporation and By-Laws. (a) The certificate 3.1 At the Effective Time, the Certificate of incorporation Incorporation of the Company, as in effect immediately prior to amended through the Effective Time, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter changed or further amended as provided therein or by in accordance with the provisions thereof and applicable Lawlaw.
Appears in 1 contract
Samples: Agreement and Plan (Foundation Coal Holdings, Inc.)
Certificate of Incorporation and By-Laws. (a) The certificate Amended and Restated Certificate of incorporation Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be will be, from and after the certificate Effective Time, the Certificate of incorporation Incorporation of the Surviving Corporation Corporation, until thereafter changed altered, amended or amended repealed as provided therein or by and in accordance with applicable Lawlaw.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Centennial Specialty Foods Corp)
Certificate of Incorporation and By-Laws. (a) The certificate Certificate of incorporation Incorporation of the CompanyCompany (the "Certificate of -------------- Incorporation"), as in effect immediately prior to the Effective Time, shall be ------------- the certificate of incorporation of the Surviving Corporation Corporation, until thereafter changed or amended as provided therein or by applicable Lawlaw.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Benfield Greig Group PLC)
Certificate of Incorporation and By-Laws. (a) The certificate of incorporation At the Effective Time, by virtue of the CompanyMerger and without any action on the part of any Party, as in effect the Certificate of Incorporation of the Surviving Company shall be the Certificate of Incorporation of the Company immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.
Appears in 1 contract
Certificate of Incorporation and By-Laws. (a) The certificate of ---------------------------------------- incorporation and by-laws of the Surviving Corporation shall be, respectively, the certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, shall be and the certificate of incorporation by-laws of the Surviving Corporation until thereafter changed or amended Company, as provided therein or by applicable Lawin effect immediately prior to the Effective Time.
Appears in 1 contract
Samples: Dime Bancorp Inc
Certificate of Incorporation and By-Laws. (a) The certificate Certificate of incorporation Incorporation of the CompanyMerger Sub, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation after the Effective Time until thereafter changed or amended as provided therein or by applicable Law.
Appears in 1 contract
Certificate of Incorporation and By-Laws. (a) The certificate Certificate of incorporation Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be amended and restated in its entirety as of the certificate Effective Time as set forth in Exhibit C hereto. As so amended and restated, such Certificate of incorporation Incorporation shall be the Certificate of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Lawlaw.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Damen Financial Corp)
Certificate of Incorporation and By-Laws. (a) The certificate of incorporation of the Company, as Company in effect immediately prior to at the Effective Time, Time shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by in accordance with applicable Law. The by-laws of the Company in effect at the Effective Time shall be the by-laws of the Surviving Corporation until amended in accordance with applicable Law.
Appears in 1 contract
Certificate of Incorporation and By-Laws. (a) The certificate Certificate of incorporation Incorporation of the Company, Company as in effect immediately prior to the Effective Time, Time shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or and as permitted by applicable Lawlaw and this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Colorado Gaming & Entertainment Co)
Certificate of Incorporation and By-Laws. (a) The certificate Amended and Restated Certificate of incorporation Incorporation of the Company, Company as in effect immediately prior to the Effective Time, as amended by the Company Charter Proposal, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by in accordance with the terms thereof and with applicable Lawlaw.
Appears in 1 contract
Samples: Agreement and Plan of Merger (New World Communications Group Inc)
Certificate of Incorporation and By-Laws. (a) 2.3.1 The certificate Certificate of incorporation Incorporation of the Company, as Company in effect immediately prior to the Effective Time, Time shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by in accordance with applicable Lawlaw.
Appears in 1 contract
Certificate of Incorporation and By-Laws. (a) The certificate Certificate of incorporation Incorporation of the Company, Surviving Corporation immediately following the Effective Time shall be the same as in effect the Certificate of Incorporation of the Company immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Silverstream Software Inc)
Certificate of Incorporation and By-Laws. (a) The At the Effective Time, the certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, Company shall be become the certificate of incorporation of the Surviving Corporation until thereafter changed or amended (subject to Section 6.08(a)) as provided therein or by applicable Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (TMS International Corp.)
Certificate of Incorporation and By-Laws. (a) The certificate Certificate of incorporation Incorporation of the Company, as in effect immediately prior to the Effective Time, Time of the Merger shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Lawlaw.
Appears in 1 contract
Certificate of Incorporation and By-Laws. (a) The certificate Certificate of incorporation Incorporation of the Company, as in effect immediately prior Surviving Corporation at the effective time of the Merger shall continue to the Effective Time, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Lawlaw.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Mediscience Technology Corp)
Certificate of Incorporation and By-Laws. (a) The certificate At the Effective Time, the Company Certificate of incorporation of the Company, Incorporation as in effect immediately prior to the Effective TimeTime shall be amended so as to read in its entirety in a form to be agreed upon by Parent and Company in their respective reasonable discretion and, as so amended, shall be the certificate of incorporation of the Surviving Corporation Corporation, until thereafter changed or amended as provided therein or by applicable Law, subject to Section 7.1.
Appears in 1 contract
Certificate of Incorporation and By-Laws. (a) The certificate of incorporation and by-laws of the Surviving Corporation shall be, respectively, the certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, shall be and the certificate of incorporation by-laws of the Surviving Corporation until thereafter changed or amended Company, as provided therein or by applicable Lawin effect immediately prior to the Effective Time.
Appears in 1 contract
Samples: 47 Agreement and Plan of Combination (North American Mortgage Co)
Certificate of Incorporation and By-Laws. (a) The certificate Certificate of incorporation Incorporation of the Company, as in effect immediately prior to the Effective TimeTime (the “Company Certificate”), shall be amended at the certificate Effective Time to be in the form of incorporation Annex A and, as so amended, such Company Certificate shall be the Certificate of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.
Appears in 1 contract
Certificate of Incorporation and By-Laws. (a) 2.4.1 The certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, shall be will be, from and after the Effective Time, the certificate of incorporation of the Surviving Corporation until thereafter changed altered, amended or amended repealed as provided therein or by and in accordance with applicable Lawlaw.
Appears in 1 contract
Samples: Agreement and Plan of Conversion and Merger (Sound Surgical Technologies Inc.)
Certificate of Incorporation and By-Laws. (a) The certificate of incorporation of the Company, Company as in effect immediately prior to the Effective Time, Closing Date shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Lawlaw.
Appears in 1 contract
Certificate of Incorporation and By-Laws. (a) The certificate Certificate of incorporation Incorporation of the Company, Surviving Corporation shall be the Certificate of Incorporation of the Sub as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation Time until thereafter changed or amended as provided therein or by applicable Law.
Appears in 1 contract
Samples: WRC Media Inc
Certificate of Incorporation and By-Laws. (a) The certificate Certificate of incorporation Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (DRS Technologies Inc)
Certificate of Incorporation and By-Laws. (a) The certificate Certificate of incorporation Incorporation of the Company, Company as in effect immediately prior to the Effective Time, Time of the Merger shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Lawlaw.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Numed Home Health Care Inc)
