Certificate of Incorporation; By-laws; Directors and Officers. (a) The certificate of incorporation of Acquisition Corp. as in effect immediately prior to the Effective Time, a copy of which is attached as Exhibit A hereto, shall be the certificate of incorporation of the Surviving Corporation (the “Certificate of Incorporation”) from and after the Effective Time until thereafter changed or amended as provide therein or in accordance with applicable law.
Appears in 13 contracts
Samples: Agreement and Plan of Merger (China Grand Resorts, Inc.), Agreement and Plan of Merger (iWallet Corp), Agreement and Plan of Merger (Co-Signer, Inc.)
Certificate of Incorporation; By-laws; Directors and Officers. (a) The certificate Certificate of incorporation Incorporation of Acquisition Corp. the Company, as in effect immediately prior to the Effective Time, a copy of which is attached as Exhibit A B hereto, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation (the “Certificate of Incorporation”) from and after the Effective Time until thereafter changed or further amended as provide therein or in accordance with applicable law.
Appears in 10 contracts
Samples: Agreement of Merger And (Western Exploration Inc.), General Release (Aries Ventures Inc), Agreement and Plan of Merger (Flex Resources Co. LTD)
Certificate of Incorporation; By-laws; Directors and Officers. (a) The certificate Certificate of incorporation Incorporation of Acquisition Corp. the Company, as in effect immediately prior to the Effective Time, a copy of which is attached as Exhibit A B hereto, as amended by the Certificate of Merger, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation (the “Certificate of Incorporation”) from and after the Effective Time until thereafter changed or amended as provide therein or in accordance with applicable lawlaw and such Certificate of Incorporation.
Appears in 9 contracts
Samples: Agreement of Merger and Plan of Reorganization (Stratex Oil & Gas Holdings, Inc.), Agreement of Merger and Plan of Reorganization (InZon CORP), Agreement of Merger and Plan of Reorganization (FTOH Corp)
Certificate of Incorporation; By-laws; Directors and Officers. (a) The certificate Certificate of incorporation Incorporation of Acquisition Corp. the Company, as in effect immediately prior to the Effective Time, a copy of which is attached as Exhibit A B hereto, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation (the “Certificate of Incorporation”) from and after the Effective Time until thereafter changed or amended as provide therein or in accordance with applicable lawlaw and such Certificate of Incorporation.
Appears in 6 contracts
Samples: Agreement of Merger and Plan of Reorganization (Med-X, Inc.), Agreement of Merger and Plan of Reorganization (Excel Corp), Agreement of Merger and Plan of Reorganization (BeesFree, Inc.)
Certificate of Incorporation; By-laws; Directors and Officers. (a) The certificate Certificate of incorporation Incorporation of Acquisition Corp. the Company, as in effect immediately prior to the Effective Time, a copy of which is attached as Exhibit A hereto, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation (the “Certificate of Incorporation”) from and after the Effective Time until thereafter changed or further amended as provide therein or in accordance with applicable law.
Appears in 3 contracts
Samples: Agreement of Merger And (CURAXIS PHARMACEUTICAL Corp), Agreement of Merger And (Auto Search Cars, Inc.), Agreement of Merger And (Auto Search Cars, Inc.)
Certificate of Incorporation; By-laws; Directors and Officers. (a) The certificate Certificate of incorporation Incorporation of Acquisition Corp. the Company, as in effect immediately prior to the Effective Time, a copy of which is attached as Exhibit A C hereto, as amended by the Certificate of Merger, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation (the “Certificate of Incorporation”) from and after the Effective Time until thereafter changed or amended as provide therein or in accordance with applicable lawlaw and such Certificate of Incorporation.
Appears in 2 contracts
Samples: Agreement of Merger and Plan of Reorganization (Progressive Training, Inc.), Agreement of Merger and Plan of Reorganization (Cherry Tankers Inc.)
Certificate of Incorporation; By-laws; Directors and Officers. (a) The certificate of incorporation of Acquisition Corp. Merger Sub as in effect immediately prior to the Effective Time, a copy of which is attached as Exhibit A hereto, shall be the certificate of incorporation of the Surviving Corporation (the “Certificate of Incorporation”) from and after the Effective Time until thereafter changed or amended as provide therein or in accordance with applicable law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (American Boarding Co), Agreement and Plan of Merger (Ember Therapeutics, Inc. - Ny)
Certificate of Incorporation; By-laws; Directors and Officers. (a) The certificate Certificate of incorporation Incorporation of Acquisition Corp. the Company as in effect immediately prior to the Effective Time, a copy of which is attached as Exhibit A hereto, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation (the “Certificate Articles of Incorporation”) from and after the Effective Time until thereafter changed or amended as provide therein or in accordance with applicable law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Smart Kids Group Inc.), Agreement and Plan of Merger (Smart Kids Group Inc.)
Certificate of Incorporation; By-laws; Directors and Officers. (a) The certificate Certificate of incorporation Incorporation of Acquisition Corp. Co. as in effect immediately prior to the Effective Time, a copy of which is attached as Exhibit A hereto, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation (the “Certificate of Incorporation”) from and after the Effective Time until thereafter changed or amended as provide therein or in accordance with applicable law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Alliance MMA, Inc.), Agreement and Plan of Merger (Alliance MMA, Inc.)
Certificate of Incorporation; By-laws; Directors and Officers. (a) The certificate of incorporation of Acquisition Corp. as in effect immediately prior to From and after the Effective Time, a copy the Certificate of which is attached as Exhibit A hereto, shall be the certificate of incorporation Incorporation of the Surviving Corporation (shall be the “Certificate of Incorporation”) from and after the Effective Time Incorporation attached as Exhibit B hereto, until thereafter changed or amended as provide therein or in accordance with the Certificate of Incorporation and applicable law.
Appears in 1 contract
Samples: Agreement of Merger and Plan of Reorganization (BTHC VII Inc)
Certificate of Incorporation; By-laws; Directors and Officers. (a) The certificate Certificate of incorporation Incorporation of Acquisition Corp. the Company as in effect immediately prior to the Effective Time, a copy of which is attached as Exhibit A hereto, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation (the “Certificate of Incorporation”) from and after the Effective Time until thereafter changed or amended as provide therein or in accordance with applicable law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Global Condiments, Inc.)
Certificate of Incorporation; By-laws; Directors and Officers. (a) The certificate Certificate of incorporation Incorporation of Acquisition Corp. the Company, as in effect immediately prior to the Effective Time, a copy of which is attached as Exhibit A B hereto, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation (the “Certificate of Incorporation”) from and after the Effective Time until thereafter changed or amended as provide therein or in accordance with applicable law.
Appears in 1 contract
Samples: Agreement of Merger And (Windy Creek Developments, Inc.)
Certificate of Incorporation; By-laws; Directors and Officers. (a) The certificate articles of incorporation of Acquisition Corp. the Company as in effect immediately prior to the Effective Time, a copy of which is attached as Exhibit A hereto, shall be the certificate of incorporation of the Surviving Corporation (the “Certificate of Incorporation”) from and after the Effective Time until thereafter changed or amended as provide therein or in accordance with applicable law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Pinacle Enterprise, Inc.)
Certificate of Incorporation; By-laws; Directors and Officers. (a) The certificate Certificate of incorporation Incorporation of Acquisition Corp. the Company, as in effect immediately prior to the Effective Time, a copy of which is attached as Exhibit A C hereto, as amended by the Certificate of Merger, shall be the certificate Articles of incorporation Incorporation of the Surviving Corporation (the “Certificate of Incorporation”) from and after the Effective Time until thereafter changed or amended as provide therein or in accordance with applicable lawlaw and such certificate of Incorporation.
Appears in 1 contract
Samples: Agreement of Merger and Plan of Reorganization (Customer Acquisition Network Holdings, Inc.)
Certificate of Incorporation; By-laws; Directors and Officers. (a) The Certificate of Incorporation of the Company as in effect immediately prior to the Effective Time shall, by virtue of the Merger, be amended and restated in its entirety to read as the certificate of incorporation of Acquisition Corp. as in effect immediately prior to the Effective Time, a copy of which is attached hereto as Exhibit A heretoB, except that all references therein to Acquisition Corp. shall be the certificate of incorporation of deemed to be references to the Surviving Corporation (the “Certificate of Incorporation”) from and after the Effective Time Corporation, until thereafter changed or amended as provide provided therein or in accordance with by applicable lawLaw.
Appears in 1 contract
Samples: Agreement of Merger and Plan of Reorganization (XCel Brands, Inc.)
Certificate of Incorporation; By-laws; Directors and Officers. (a) The certificate articles of incorporation of Acquisition Corp. the Company as in effect immediately prior to the Effective Time, a copy of which is attached as Exhibit A hereto, shall be the certificate of incorporation of the Surviving Corporation (the “"Certificate of Incorporation”") from and after the Effective Time until thereafter changed or amended as provide therein or in accordance with applicable law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Alkame Holdings, Inc.)
Certificate of Incorporation; By-laws; Directors and Officers. (a) The certificate Certificate of incorporation Incorporation of Acquisition Corp. the Company, as amended and as in effect immediately prior to the Effective Time, a copy of which is attached as Exhibit A B hereto, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation (the “Certificate of Incorporation”) from and after the Effective Time until thereafter changed or further amended as provide therein or in accordance with applicable law.
Appears in 1 contract
Certificate of Incorporation; By-laws; Directors and Officers. (a) The certificate Certificate of incorporation Incorporation of Acquisition Corp. the Company, as in effect immediately prior to the Effective Time, a copy of which is attached as Exhibit A C hereto, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation (the “Certificate of Incorporation”) from and after the Effective Time until thereafter changed or amended as provide therein or in accordance with applicable lawlaw and such Certificate of Incorporation.
Appears in 1 contract
Samples: Agreement of Merger and Plan of Reorganization (Casita Enterprises, Inc.)
Certificate of Incorporation; By-laws; Directors and Officers. (a) The certificate Certificate of incorporation Incorporation of Acquisition Corp. the Company, as in effect immediately prior to the Effective Time, a copy of which is attached as Exhibit A B hereto, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation (the “Certificate of Incorporation”) Company from and after the Effective Time until thereafter changed or further amended as provide therein or in accordance with applicable law.
Appears in 1 contract
Samples: Agreement of Merger And (Spatializer Audio Laboratories Inc)
Certificate of Incorporation; By-laws; Directors and Officers. (a) The certificate Certificate of incorporation Incorporation of Acquisition Corp. the Company, as in effect immediately prior to the Effective Time, a copy of which is attached as Exhibit A C hereto, as amended by the NV-Articles of Merger, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation (the “Certificate of Incorporation”) from and after the Effective Time until thereafter changed or amended as provide therein or in accordance with applicable lawlaw and such Certificate of Incorporation.
Appears in 1 contract
Samples: Agreement of Merger and Plan of Reorganization (Adex Media, Inc.)
Certificate of Incorporation; By-laws; Directors and Officers. (a) The certificate Certificate of incorporation Incorporation of Acquisition Corp. the Company, as in effect immediately prior to the Effective Time, a copy of which is attached as Exhibit A C hereto, as amended by the NY-Certificate of Merger, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation (the “Certificate of Incorporation”) from and after the Effective Time until thereafter changed or amended as provide therein or in accordance with applicable lawlaw and such Certificate of Incorporation.
Appears in 1 contract
Samples: Agreement of Merger and Plan of Reorganization (Clear Skies Holdings Inc)
Certificate of Incorporation; By-laws; Directors and Officers. (a) The certificate of incorporation of Acquisition Corp. the Company as in effect immediately prior to the Effective Time, a copy of which is attached as Exhibit A hereto, shall be the certificate of incorporation of the Surviving Corporation (the “Certificate of Incorporation”) from and after the Effective Time until thereafter changed or amended as provide provided therein or in accordance with applicable law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (New York Global Innovations Inc.)
