Certificate of Incorporation and By-Laws. (a) The Certificate of Incorporation of the Surviving Corporation immediately following the Effective Time shall be the same as the Certificate of Incorporation of the Transitory Subsidiary immediately prior to the Effective Time, except that (i) the name of the corporation set forth therein shall be changed to the name of the Company and (ii) the identity of the incorporator shall be deleted.
Appears in 9 contracts
Samples: Agreement and Plan of Merger (Opnet Technologies Inc), Agreement and Plan of Merger (Bottomline Technologies Inc /De/), Escrow Agreement (Brooks Automation Inc)
Certificate of Incorporation and By-Laws. (a) The Certificate of Incorporation of the Surviving Corporation immediately following the Effective Time shall be the same as the Certificate of Incorporation of the Transitory Subsidiary immediately prior to the Effective Time, except that (i1) the name of the corporation set forth therein shall be changed to the name of the Company and (ii2) the identity of the incorporator shall be deleted.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Otg Software Inc), Agreement and Plan of Merger (Exe Technologies Inc), Agreement and Plan of Merger (Unisphere Networks Inc)
Certificate of Incorporation and By-Laws. (a) The Certificate certificate of Incorporation incorporation of the Surviving Corporation immediately following the Effective Time shall be the same Company, as the Certificate of Incorporation of the Transitory Subsidiary 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; 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 (i) Article I thereof shall be amended to change the name of the corporation set forth therein shall be changed Surviving Corporation to the name of the Company and (ii) the identity of the incorporator shall be deletedCompany.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Illinois Tool Works Inc), Agreement and Plan of Merger (I Stat Corporation /De/), Agreement and Plan of Merger (CFC International Inc)
Certificate of Incorporation and By-Laws. (a) The Certificate of Incorporation of the Surviving Corporation Acquisition Sub in effect immediately following prior to the Effective Time shall be the same as the Certificate of Incorporation of the Transitory Subsidiary immediately prior to the Effective Time, except Surviving Corporation until amended in accordance with applicable law; provided that (i) the name of the corporation Surviving Corporation as set -------- forth therein in its Certificate of Incorporation shall be changed at the Effective Time to reflect RELTEC CORPORATION as the name of the Company and (ii) the identity of the incorporator shall be deletedSurviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Reltec Corp), Agreement and Plan of Merger (Gec Acquisition Corp), Agreement and Plan of Merger (Gec Acquisition Corp)
Certificate of Incorporation and By-Laws. (a) The Certificate of Incorporation of the Surviving Corporation immediately following the Effective Time shall be the same as the Certificate of Incorporation of the Transitory Subsidiary immediately prior to the Effective Time, except that (i1) the name of the corporation set forth therein shall be changed to the name of the Company Adsmart and (ii2) the identity of the incorporator shall be deleted.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Contribution (Cmgi Inc), Agreement and Plan of Merger (Engage Technologies Inc)
Certificate of Incorporation and By-Laws. (a) The Certificate of Incorporation of the Surviving Corporation immediately following the Effective Time shall be the same as amended so that such Certificate of Incorporation is identical to the Certificate of Incorporation of the Transitory Subsidiary immediately prior to the Effective Time, except that (i) the name of the corporation set forth therein shall be changed to the name of the Company and (ii) the identity of the incorporator shall be deleted.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Rsa Security Inc/De/), Agreement and Plan of Merger (TechTarget Inc)
Certificate of Incorporation and By-Laws. (a) The Certificate of Incorporation of the Surviving Corporation immediately following the Effective Time shall be the same as the Certificate of Incorporation of the Transitory Subsidiary immediately prior to the Effective Time, Time except that (i) the name of the corporation set forth therein shall be changed to the name of the Company and (ii) the identity of the incorporator shall be deleted.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Silverstream Software Inc)
Certificate of Incorporation and By-Laws. (a) The Certificate of Incorporation of the Surviving Corporation immediately following the Effective Time shall be the same as the Certificate of Incorporation of the Transitory Subsidiary immediately prior to the Effective Time, except that (i) the name of the corporation set forth therein shall be changed to the name of the Company and (ii) the identity of the incorporator shall be deletedCompany.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Student Advantage Inc)
Certificate of Incorporation and By-Laws. (a) The Certificate of Incorporation of the Surviving Corporation immediately following the Effective Time shall be the same as the Certificate of Incorporation of the Transitory Subsidiary Company immediately prior to the Effective Time, except that (i) the name Company's Certificate of the corporation Incorporation shall be amended as set forth therein shall be changed to in the name Certificate of the Company and (ii) the identity of the incorporator shall be deletedMerger.
Appears in 1 contract
Certificate of Incorporation and By-Laws. (a) The Certificate certificate of Incorporation incorporation of the Surviving Corporation immediately following the Effective Time shall be the same as the Certificate certificate of Incorporation incorporation of the Transitory Subsidiary immediately prior to the Effective Time, except that (i) the name of the corporation set forth therein shall be changed to the name of the Company and (ii) the identity of the incorporator shall be deleted.
Appears in 1 contract
Certificate of Incorporation and By-Laws. (a) The Certificate of Incorporation of the Surviving Corporation immediately following the Effective Time shall be the same as the Certificate of Incorporation of the Transitory Subsidiary immediately prior to the Effective Time, except that (i) the name of the corporation set forth therein shall be changed to the name of the Company and (ii) the identity of the incorporator shall be deleted.;
Appears in 1 contract
Samples: Agreement and Plan of Merger (Neutron Enterprises Inc)
Certificate of Incorporation and By-Laws. (a) The Certificate of Incorporation of the Surviving Corporation immediately following the Effective Time shall be amended and restated to be the same as the Certificate of Incorporation of the Transitory Subsidiary immediately prior to the Effective Time, except that (i) the name of the corporation set forth therein shall be changed to the name of the Company and (ii) the identity of the incorporator shall be deleted.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Akamai Technologies Inc)
Certificate of Incorporation and By-Laws. (a) The Certificate of Incorporation of the Surviving Corporation immediately following the Effective Time shall be the same as the Certificate of Incorporation of the Transitory Merger Subsidiary immediately prior to the Effective Time, except that (i1) the name of the corporation set forth therein shall be changed to the name of the Company and (ii2) the identity of the incorporator shall be deleted.
Appears in 1 contract
Certificate of Incorporation and By-Laws. (a) The Certificate of Incorporation of the Surviving Corporation immediately following the Effective Time shall be the same as the Certificate of Incorporation of the Transitory Subsidiary immediately prior to the Effective Time, except that (i1) the name of the corporation set forth therein shall be changed to the name of the Company OTG E-Mail Corp. and (ii2) the identity of the incorporator shall be deleted.
Appears in 1 contract
Certificate of Incorporation and By-Laws. (a) The Certificate of Incorporation of the Surviving Corporation immediately following the Effective Time shall be amended and restated in its entirety to be the same as the Certificate of Incorporation of the Transitory Subsidiary immediately prior to the Effective Time, except that (i) the name of the corporation set forth therein shall be changed to the name of the Company and (ii) the identity of the incorporator shall be deleted.
Appears in 1 contract
Certificate of Incorporation and By-Laws. (a) The Certificate of Incorporation of the Surviving Corporation immediately following the Effective Time shall be the same as amended and restated in its entirety so that such Certificate of Incorporation is identical to the Certificate of Incorporation of the Transitory Subsidiary immediately prior to the Effective Time, except that (i) the name of the corporation set forth therein shall be changed to the name of the Company and (ii) the identity of the incorporator shall be deleted.
Appears in 1 contract
