Common use of Certificate of Incorporation and Bylaws of the Surviving Corporation Clause in Contracts

Certificate of Incorporation and Bylaws of the Surviving Corporation. The certificate of incorporation and bylaws of the Surviving Corporation shall be the certificate of incorporation and bylaws of Holdco as in effect immediately prior to the Effective Time, until duly amended in accordance with the respective terms thereof and applicable law.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (City National Corp), Agreement and Plan of Merger (Royal Bank of Canada), Agreement and Plan of Merger (Privatebancorp, Inc)

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Certificate of Incorporation and Bylaws of the Surviving Corporation. The certificate of incorporation and bylaws of the Surviving Corporation shall be the certificate of incorporation and bylaws of Holdco Company, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation and bylaws of the Surviving Corporation until duly thereafter amended in accordance with the respective terms thereof as provided therein or by applicable Law (and applicable lawsubject to Section 6.9 hereof).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Titanium Metals Corp), Agreement and Plan of Merger (Precision Castparts Corp)

Certificate of Incorporation and Bylaws of the Surviving Corporation. The certificate Certificate of incorporation Incorporation and bylaws Bylaws of the Surviving Corporation shall be the certificate of incorporation and bylaws of Holdco Acquisition "B," each as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation and Bylaws of the Surviving Corporation until duly thereafter changed or amended in accordance with the respective terms thereof and applicable as provided therein or by law.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Coda Energy Inc), Agreement and Plan of Merger (Continental Natural Gas Inc)

Certificate of Incorporation and Bylaws of the Surviving Corporation. The certificate of incorporation and the bylaws of the Surviving Corporation shall be the certificate of incorporation and bylaws of Holdco Parent, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation and the bylaws of the Surviving Corporation until duly thereafter changed or amended in accordance with the respective terms thereof and as provided therein or by applicable law.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Woronoco Bancorp Inc), Agreement and Plan of Merger (Berkshire Hills Bancorp Inc)

Certificate of Incorporation and Bylaws of the Surviving Corporation. The certificate of incorporation and bylaws of the Surviving Corporation shall be the certificate of incorporation and bylaws of Holdco Company, as in effect immediately prior to the Effective Time, until duly shall be the certificate of incorporation and bylaws of the Surviving Corporation and shall immediately thereafter be amended to read in accordance with substantially the respective terms thereof form as the certificate of incorporation and applicable lawbylaws of Merger Sub.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Archipelago Learning, Inc.)

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Certificate of Incorporation and Bylaws of the Surviving Corporation. The certificate Certificate of incorporation Incorporation and bylaws Bylaws of the Surviving Corporation shall be the certificate of incorporation and bylaws of Holdco Company, each as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation and Bylaws of the Surviving Corporation until duly thereafter changed or amended in accordance with the respective terms thereof and applicable as provided therein or by law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Belco Oil & Gas Corp)

Certificate of Incorporation and Bylaws of the Surviving Corporation. The certificate of incorporation and bylaws of the Surviving Corporation shall be the certificate of incorporation and bylaws of Holdco Company, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation and bylaws of the Surviving Corporation until duly thereafter amended in accordance with the respective terms thereof as provided therein or by applicable Law (and applicable lawsubject to Section 5.8 hereof).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Biosource International Inc)

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