Certificate of Incorporation and By-Laws. The certificate of incorporation and by-laws of Merger Sub in effect immediately prior to the Effective Time shall be the certificate of incorporation and by-laws of the Surviving Corporation as of the Effective Time, until amended in accordance with applicable law.
Appears in 4 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger, Agreement and Plan of Merger (Cardinal Health Inc)
Certificate of Incorporation and By-Laws. The certificate Certificate of incorporation Incorporation and byBy-laws Laws of Merger Sub Sub, in each case as in effect immediately prior to the Effective Time Time, shall be the certificate Certificate of incorporation Incorporation and byBy-laws Laws of the Surviving Corporation until thereafter changed as of the Effective Time, until amended in accordance with provided therein or by applicable law.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Genzyme Corp), Agreement and Plan of Merger (Genzyme Corp), Agreement and Plan of Merger (Antigenics Inc /De/)
Certificate of Incorporation and By-Laws. The certificate of incorporation and by-laws of Merger Sub Sub, as in effect immediately prior to the Effective Time shall Time, will be the certificate of incorporation and of the Interim Surviving Corporation until thereafter changed or amended as provided therein or by applicable law (the “Certificate of Incorporation”). The by-laws of Merger Sub, as in effect immediately prior to the Effective Time, will be the by-laws of the Interim Surviving Corporation as of the Effective TimeCorporation, until thereafter changed or amended in accordance with as provided therein, by the certificate of incorporation or by applicable lawlaw (the “By-Laws”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (Alphasmart Inc), Agreement and Plan of Merger and Reorganization (Renaissance Learning Inc), Agreement and Plan of Merger and Reorganization (Renaissance Learning Inc)
Certificate of Incorporation and By-Laws. The certificate Certificate of incorporation and by-laws Incorporation of Merger Sub in effect immediately prior to the Effective Time shall be the certificate Certificate of incorporation and by-laws Incorporation of the Surviving Corporation as of the Effective Time, until amended in accordance with the terms thereof and with applicable law. The By-Laws of Merger Sub in effect immediately prior to the Effective Time shall be the By-Laws of the Surviving Corporation until amended in accordance with the terms thereof and with applicable law.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Apartment Investment & Management Co), Agreement and Plan of Merger (NHP Inc), Agreement and Plan of Merger (Apartment Investment & Management Co)
Certificate of Incorporation and By-Laws. The certificate of ---------------------------------------- incorporation and by-laws of Merger the Sub as in effect immediately prior to at the Effective Time shall be the certificate of incorporation and by-laws of the Surviving Corporation until thereafter changed or amended as of the Effective Time, until amended in accordance with provided therein or by applicable law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Micron Technology Inc), Agreement and Plan of Merger (Netframe Systems Inc)
Certificate of Incorporation and By-Laws. The certificate Certificate of incorporation Incorporation and by-laws the Bylaws of Merger Sub in effect immediately prior to the Effective Time shall be the certificate Certificate of incorporation Incorporation and by-laws the Bylaws of the Surviving Corporation as of the Effective TimeCorporation, in each case until amended in accordance with applicable law.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (M&t Bank Corp), Agreement and Plan of Reorganization (FNB Rochester Corp)
Certificate of Incorporation and By-Laws. (a) The certificate Certificate of incorporation and by-laws Incorporation of Merger Sub in effect immediately prior to the Effective Time shall be the certificate Certificate of incorporation and by-laws Incorporation of the Surviving Corporation as of from and after the Effective Time, Time until thereafter changed or amended in accordance with as provided therein or by applicable law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Workstream Inc), Agreement and Plan of Merger (Workstream Inc)
Certificate of Incorporation and By-Laws. (a) The certificate Certificate of incorporation and by-laws Incorporation of Merger Sub as in effect immediately prior to the Effective Time shall be the certificate Certificate of incorporation and by-laws Incorporation of the Surviving Corporation as of the Effective Time, until amended in accordance with the terms thereof and with applicable law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Heritage Media Corp), Agreement and Plan of Merger (HMC Acquisition Corp /De/)
Certificate of Incorporation and By-Laws. (a) The certificate Certificate of incorporation and by-laws Incorporation of Merger Sub (the “Merger Sub Certificate”), as in effect immediately prior to the Effective Time Time, shall be the certificate Certificate of incorporation and by-laws Incorporation of the Surviving Corporation until thereafter changed or amended as of the Effective Time, until amended in accordance with provided therein or by applicable lawLaw.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Xerox Corp), Voting Agreement (Affiliated Computer Services Inc)
Certificate of Incorporation and By-Laws. The certificate Certificate of incorporation Incorporation and byBy-laws Laws of Merger Sub in effect immediately prior to the Effective Time shall be the certificate Certificate of incorporation Incorporation and byBy-laws Laws of the Surviving Corporation as of the Effective TimeCorporation, until duly amended in accordance with applicable law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lockheed Martin Corp), Agreement and Plan of Merger (Northrop Grumman Corp)
Certificate of Incorporation and By-Laws. The certificate of incorporation and by-laws of Merger Sub Sub, as in effect immediately prior to the Effective Time shall Time, will be the certificate of incorporation and by-laws of the Surviving Corporation as of at the Effective Time, until thereafter amended in accordance with applicable lawApplicable Law.
Appears in 1 contract
Certificate of Incorporation and By-Laws. The certificate At the Effective ---------------------------------------- Time, the Certificate of incorporation Incorporation and bythe By-laws Laws of the Surviving Corporation shall be amended in their entirety to contain the provisions set forth in the Certificate of Incorporation and By-Laws of Merger Sub Sub, as in effect immediately prior to the Effective Time shall be the certificate of incorporation and by-laws of the Surviving Corporation as of the Effective Time, until amended in accordance with applicable law.
Appears in 1 contract
Certificate of Incorporation and By-Laws. The certificate of incorporation and by-laws of Merger Sub as in effect immediately prior to before the Effective Time shall will be the certificate of incorporation and by-laws laws, respectively, of the Surviving Corporation, until thereafter changed or amended as provided therein or by applicable Law, except that Article I of the certificate of incorporation of the Surviving Corporation as shall state "The name of the Effective Time, until amended in accordance with applicable lawcorporation is The May Department Stores Company."
Appears in 1 contract
Samples: Agreement and Plan of Merger (May Department Stores Co)
Certificate of Incorporation and By-Laws. The certificate Certificate of incorporation Incorporation and by-By- laws of Merger Sub Acquisition, in each case as in effect immediately prior to the Effective Time Time, shall be the certificate Certificate of incorporation Incorporation and byBy-laws of the Surviving Corporation as of immediately after the Effective Time, until amended in accordance with applicable law.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Thermo Cardiosystems Inc)
Certificate of Incorporation and By-Laws. (a) The certificate Certificate of incorporation and by-laws Incorporation of Merger Sub Sub, as in effect immediately prior to the Effective Time Time, shall be the certificate Certificate of incorporation and by-laws Incorporation of the Surviving Corporation as of after the Effective Time, until duly amended in accordance with applicable lawits terms and the DGCL.
Appears in 1 contract
Certificate of Incorporation and By-Laws. The certificate of incorporation and by-laws of the Merger Sub Subsidiary in effect immediately prior to the Effective Time Time, in the forms attached to this Agreement as Exhibits B and C, respectively, shall be the certificate of incorporation and by-laws of the Surviving Corporation as of the Effective Time, until duly altered, amended or repealed in accordance with applicable lawLaws.
Appears in 1 contract
Certificate of Incorporation and By-Laws. The certificate At the Effective Time, the Certificate of incorporation Incorporation and bythe By-laws of Merger Sub in effect Mergerco, as existing immediately prior to the Effective Time Time, shall be and remain the certificate Certificate of incorporation Incorporation and byBy-laws of the Surviving Corporation as of the Effective Time, until amended in accordance with applicable lawCorporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Rand Capital Sbic Lp)
Certificate of Incorporation and By-Laws. The certificate At the Effective Time, the Certificate of incorporation Incorporation and bythe By-laws Laws, as currently constituted, of Merger Sub in effect immediately prior to the Effective Time shall be the certificate Certificate of incorporation Incorporation and byBy-laws Laws of the Surviving Corporation as of until the Effective Time, until same shall be amended in accordance with applicable lawand changed.
Appears in 1 contract
Certificate of Incorporation and By-Laws. The certificate Certificate of incorporation Incorporation and byBy-laws of Merger Sub Sub, as in effect immediately prior to before the Effective Time shall Time, will be the certificate Certificate of incorporation Incorporation and byBy-laws laws, respectively, of the Surviving Corporation (with such changes thereto as the parties may agree), until thereafter changed or amended as provided therein or by applicable Law, except that Article I of the Effective Time, until amended in accordance with applicable lawCertificate of Incorporation of the Surviving Corporation shall state "The name of the corporation is International Multifoods Corporation."
Appears in 1 contract
Certificate of Incorporation and By-Laws. The certificate of incorporation and by-by laws of Merger Sub in effect immediately prior to the Effective Time shall be the certificate of incorporation and by-by laws of the Surviving Corporation as of the Effective Time, until duly amended in accordance with applicable law.
Appears in 1 contract
Certificate of Incorporation and By-Laws. The certificate Certificate of incorporation Incorporation and byBy-laws Laws of Merger Sub Sub, in each case as in effect immediately prior to the Effective Time Time, shall be the certificate Certificate of incorporation Incorporation and byBy-laws Laws of the Surviving Corporation as of the Effective Time, until amended in accordance with applicable law.Surviving
Appears in 1 contract
Samples: Agreement (Oravax Inc /De/)
Certificate of Incorporation and By-Laws. The certificate of incorporation and by-laws of Merger Sub in effect immediately prior to the Effective Time shall be the certificate of incorporation and by-laws of the Surviving Corporation as of the Effective Time, until duly amended in accordance with applicable lawLaw.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Wesco Aircraft Holdings, Inc)
Certificate of Incorporation and By-Laws. The certificate of incorporation and by-laws of Merger Sub in effect immediately prior Subject to the Effective Time shall be Section 1.03, the certificate of incorporation and by-laws of the Surviving Corporation shall be, respectively, the certificate of incorporation of Merger Sub, as of in effect immediately prior to the Effective Time, until amended and the by-laws of Merger Sub, as in accordance with applicable law.effect immediately prior to the Effective Time. (d)
Appears in 1 contract
Samples: 2 Agreement (Dime Bancorp Inc)
Certificate of Incorporation and By-Laws. (a) The certificate of incorporation and by-laws of Merger Sub Sub, as in effect immediately prior to the Effective Time Time, shall be the certificate of incorporation and by-laws of the Surviving Corporation until thereafter changed or amended as of the Effective Time, until amended in accordance with provided therein or by applicable lawLaw.
Appears in 1 contract
Certificate of Incorporation and By-Laws. The certificate Certificate of incorporation Incorporation and byBy-laws of Merger Sub in effect immediately prior to the Effective Time shall be the certificate Certificate of incorporation Incorporation and byBy-laws of the Surviving Corporation as of the Effective TimeCorporation, until duly amended in accordance with applicable law.
Appears in 1 contract
Certificate of Incorporation and By-Laws. The Until amended in accordance with applicable law, the certificate of incorporation and by-laws of Merger Sub in effect immediately prior to the Effective Time shall be the certificate of incorporation and by-laws of the Surviving Corporation as of the Effective Time, until except that all references therein to Merger Sub shall be automatically amended in accordance with applicable lawand shall become references to the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Amerisourcebergen Corp)
Certificate of Incorporation and By-Laws. The certificate Certificate of incorporation ---------------------------------------- Incorporation and byBy-laws of Merger Sub in effect immediately prior to the Effective Time shall be the certificate Certificate of incorporation Incorporation and byBy-laws of the Surviving Corporation as of the Effective TimeCorporation, until duly amended in accordance with applicable law.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Rf Power Products Inc)
Certificate of Incorporation and By-Laws. The Subject to compliance with Section 5.9, the certificate of incorporation and by-laws of Merger Sub in effect immediately prior to the Effective Time shall be become the certificate of incorporation and by-laws of the Surviving Corporation as of the Effective Time, until duly amended in accordance with applicable lawApplicable Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Franchise Group, Inc.)
Certificate of Incorporation and By-Laws. The certificate Certificate of incorporation Incorporation and byBy-laws of Merger Sub in effect immediately prior to the Effective Time shall be the certificate Certificate of incorporation Incorporation and byBy-laws of the Surviving Corporation as of the Effective TimeCorporation, until amended in accordance with applicable law.
Appears in 1 contract
Certificate of Incorporation and By-Laws. The (a) At the Effective Time, the certificate of incorporation of the Company will be amended and by-laws restated in its entirety to be identical to the certificate of Merger incorporation of the Sub as in effect immediately prior to the Effective Time Time. Such certificate of incorporation, as so amended, shall be the certificate of incorporation and by-laws of the Surviving Corporation until thereafter changed or amended as of the Effective Time, until amended in accordance with applicable lawprovided therein or by Applicable Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Fidelity National Financial, Inc.)
