Common use of Certificate of Incorporation and By Clause in Contracts

Certificate of Incorporation and By. laws of the Surviving Corporation. The certificate of incorporation and the by-laws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation and the by-laws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law, except that the name of the Merger Sub shall be amended as of the Effective Time to a name designated by Parent prior to the Company Stockholders Meeting.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Citigroup Inc), Agreement and Plan of Merger (Mafco Holdings Inc), Agreement and Plan of Merger (Ford Gerald J)

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Certificate of Incorporation and By. laws of the Surviving Corporation. The certificate Certificate of incorporation and the by-laws Incorporation of Merger Sub, as MergerSub in effect immediately prior to the Effective Time, shall be the certificate Certificate of incorporation and Incorporation of the bySurviving Corporation (the "Surviving Certificate of Incorporation"). The By-laws of MergerSub, in effect prior to the Effective Time, shall be the By-laws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law, except that (the name of the Merger Sub shall be amended as of the Effective Time to a name designated by Parent prior to the Company Stockholders Meeting"Surviving By-laws").

Appears in 3 contracts

Samples: Agreement and Plan of Merger (International Development & Environmental Holdings), Agreement and Plan of Merger (Dam Holdings Inc), Agreement and Plan of Merger (Premier Beverage Group Corp)

Certificate of Incorporation and By. laws of the Surviving Corporation. The certificate of incorporation and the by-laws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation and the by-laws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law, except that the name first article of the certificate of incorporation of the Merger Sub shall be amended as of the Effective Time to a read in its entirety as follows: "The name designated by Parent prior to of the Company Stockholders Meeting.corporation is Fairfield Communities, Inc."

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Cendant Corp), Agreement and Plan of Merger (Cendant Corp)

Certificate of Incorporation and By. laws of the Surviving Corporation. The certificate of incorporation and of the by-laws of Merger Sub, as Company in effect immediately prior to the Effective Time, Time shall be the certificate of incorporation and of the Surviving Corporation until thereafter amended or restated as provided therein or by 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 thereafter changed amended or amended restated as provided therein or by applicable law, except that the name of the Merger Sub shall be amended as of the Effective Time to a name designated by Parent prior to the Company Stockholders Meeting.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Perry Ellis International Inc)

Certificate of Incorporation and By. laws of the Surviving Corporation. The At the Effective Time, (i) the certificate of incorporation and the by-laws of Merger Sub, as in effect immediately prior to the Effective Time, shall be become the certificate of incorporation of the Surviving Corporation until thereafter amended as provided by law and such certificate of incorporation and (ii) the by-laws of Merger Sub as in effect immediately prior to the Effective Time shall be the by-laws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law, except that the name certificate of incorporation of the Merger Sub shall be amended as of the Effective Time to a name designated by Parent prior to the Company Stockholders MeetingSurviving Corporation and such by-laws.

Appears in 1 contract

Samples: Agreement and Plan of Merger (United Water Resources Inc)

Certificate of Incorporation and By. laws of the Surviving Corporation. The certificate of incorporation and the by-laws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation and the by-laws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law, except that the name of the Merger Sub shall be amended as of the Effective Time to a name designated by Parent prior to the Company Stockholders Meeting.

Appears in 1 contract

Samples: Agreement and Plan of Merger (United National Bancorp)

Certificate of Incorporation and By. laws of the Surviving CorporationLAWS OF SURVIVING CORPORATION. The certificate Certificate of incorporation Incorporation and the byBy-laws Laws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the certificate Certificate of incorporation Incorporation and the byBy-laws Laws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law, except that the name of the Merger Sub shall be amended as of the Effective Time to a name designated by Parent prior to the Company Stockholders Meeting.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Shared Technologies Fairchild Inc)

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Certificate of Incorporation and By. laws of the Surviving Corporation. The certificate Certificate of incorporation Incorporation and the by-laws of Merger Sub, as in effect immediately prior to the Effective Time, shall be continue in full force and effect after the certificate Merger as the Certificate of incorporation Incorporation and the by-laws of the Surviving Corporation Corporation, until thereafter changed or duly amended as provided therein or by in accordance with the respective terms thereof and applicable law, except that the name of the Merger Sub shall be amended as of the Effective Time to a name designated by Parent prior to the Company Stockholders Meeting.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Prologis)

Certificate of Incorporation and By. laws of the Surviving Corporation. The At the Effective Time, (a) the certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended as provided therein or by applicable Law, and (b) the by-laws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation and the by-laws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law, except that the name of the Merger Sub shall be amended as of the Effective Time to a name designated by Parent prior to the Company Stockholders MeetingLaw.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Leucadia National Corp)

Certificate of Incorporation and By. laws of the Surviving CorporationLAWS OF THE SURVIVING CORPORATION. The certificate of incorporation and the by-laws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation and the by-laws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law, except that the name of the Merger Sub shall be amended as of the Effective Time to a name designated by Parent prior to the Company Stockholders Meeting.

Appears in 1 contract

Samples: Agreement and Plan of Merger (PNC Financial Services Group Inc)

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