Certificate of Incorporation; By-laws. (a) At the Effective Time, the Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Certificate of Incorporation.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Opto Circuits (India) LTD), Agreement and Plan of Merger (Criticare Systems Inc /De/), Agreement and Plan of Merger and Share (Daleen Technologies Inc)
Certificate of Incorporation; By-laws. (a) At the Effective Time, (i) the Certificate of Incorporation of the CompanyIncorporation, as in effect immediately prior to the Effective Timeamended, shall be the Certificate of Incorporation of the Surviving Corporation shall be its Certificate of Incorporation and (ii) the By-laws of the Surviving Corporation shall be its By-laws, in each case until thereafter changed or amended as provided by law and such Certificate of Incorporationtherein or applicable Law.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Naturewell Inc), Agreement and Plan of Merger (Naturewell Inc), Agreement and Plan of Merger (Brazil Interactive Media, Inc.)
Certificate of Incorporation; By-laws. (a) At the Effective Time, the Certificate of Incorporation of the CompanyPurchaser, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Certificate of Incorporation.
Appears in 4 contracts
Samples: Agreement and Plan (Vivendi), Agreement and Plan (Aqua Alliance Inc), Agreement and Plan of Merger (Aqua Alliance Inc)
Certificate of Incorporation; By-laws. (a) At the Effective Time, the Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be amended as set forth in Exhibit A. The Certificate of Incorporation of the Company, as so amended at the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Certificate of Incorporation.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Viacom Inc), Agreement and Plan of Merger (Viacom Inc), Agreement and Plan of Merger (Viacom Inc)
Certificate of Incorporation; By-laws. (a) At the Effective Time, the Certificate of Incorporation of the Company, Purchaser as in effect immediately prior to the Effective Time, Time shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended and shall read substantially as provided by law and such Certificate of Incorporationset forth on Exhibit 1.07 hereto.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Crane Co /De/), Agreement and Plan of Merger (Crane Co /De/), Agreement and Plan of Merger (Signal Technology Corp)
Certificate of Incorporation; By-laws. (a) At the Effective Time, the Certificate of Incorporation of the Company, Company shall be amended in the Merger to be identical to the Certificate of Incorporation of Purchaser as in effect immediately prior to the Effective TimeTime (except that such Certificate of Incorporation shall be amended to provide the name of the Surviving Corporation shall be the name of the Company), and shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law Law and such Certificate of Incorporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Baycorp Holdings LTD), Agreement and Plan of Merger (Cti Molecular Imaging Inc), Agreement and Plan of Merger (Baycorp Holdings LTD)
Certificate of Incorporation; By-laws. (a) At the Effective Time, the Certificate The certificate of Incorporation incorporation of the Company, as in effect immediately prior to the Effective Time, Company shall be the Certificate certificate of Incorporation incorporation of the Surviving Corporation until thereafter changed or amended as provided by in accordance with the provisions thereof and applicable law and such Certificate (b) the by-laws of Incorporationthe Company shall be the bylaws of the Surviving Corporation until thereafter changed or amended in accordance with the provisions thereof and applicable law.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Symbol Technologies Inc), Agreement and Plan of Merger (Ingersoll Rand Co), Agreement and Plan of Merger (Symbol Technologies Inc)
Certificate of Incorporation; By-laws. (a) At the Effective Time, (a) the Certificate certificate of Incorporation incorporation of the Company, Company as in effect immediately prior to the Effective Time, Time shall be the Certificate certificate of Incorporation incorporation of the Surviving Corporation until thereafter amended in accordance with the terms thereof or as provided by law applicable Law, and such Certificate (b) the by-laws of Incorporationthe Company as in effect immediately prior to the Effective Time shall be the by-laws of the Surviving Corporation until thereafter amended in accordance with the terms thereof, the certificate of incorporation of the Surviving Corporation or as provided by applicable Law.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (MassRoots, Inc.), Agreement and Plan of Merger (GigCapital2, Inc.), Agreement and Plan of Merger (MassRoots, Inc.)
Certificate of Incorporation; By-laws. (a) At the Effective Time, the Certificate certificate of Incorporation incorporation of the Company, as in effect immediately prior to the Effective Time, shall be the Certificate certificate of Incorporation incorporation of the Surviving Corporation until thereafter amended as provided by law and such Certificate of Incorporationfollowing the Merger.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Lin Television Corp), Agreement and Plan of Merger (WTNH Broadcasting Inc), Agreement and Plan of Merger (Lin Television Corp)
Certificate of Incorporation; By-laws. (a) 5.4.1. At the Effective Time, the Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Certificate of Incorporation.
Appears in 2 contracts
Samples: Transaction Agreement (Green Equity Investors Iii Lp), Transaction Agreement (North Face Inc)
Certificate of Incorporation; By-laws. (a) At the Effective Time, Time the Restated Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Certificate of Incorporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tig Holdings Inc), Agreement (Fairfax Financial Holdings LTD/ Can)
Certificate of Incorporation; By-laws. (a) At the Effective Time, : (a) the Certificate certificate of Incorporation incorporation of the Company, Company as in effect immediately prior to the Effective Time, Time shall be the Certificate certificate of Incorporation incorporation of the Surviving Corporation until thereafter amended in accordance with the terms thereof or as provided by law applicable Law; and such Certificate (b) the by-laws of Incorporationthe Company as in effect immediately prior to the Effective Time shall be the by-laws of the Company until thereafter amended in accordance with the terms thereof, the certificate of incorporation of the Surviving Corporation or as provided by applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Glass House Brands Inc.), Agreement and Plan of Merger (Glass House Brands Inc.)
Certificate of Incorporation; By-laws. (a) At the Effective Time, the The Certificate of Incorporation of the Company, Company as in effect immediately prior to the Effective TimeTime shall be amended as of the Effective Time to be and read in its entirety in the form set forth in Exhibit 1.05(a) and, as so amended, such Restated Certificate of Incorporation shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided therein or by law and such Certificate of Incorporationlaw.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Imco Recycling Inc), Agreement and Plan of Merger (Commonwealth Industries Inc/De/)
Certificate of Incorporation; By-laws. (a) At the Effective Time, the Certificate of Incorporation of the Company, Company as in effect immediately prior to the Effective Time, Time shall be the Certificate of Incorporation of the Surviving Corporation until thereafter and shall be amended and restated to read substantially as provided by law and such Certificate of Incorporationset forth on Exhibit 1.04 hereto.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Computer Access Technology Corp), Agreement and Plan of Merger (Lecroy Corp)
Certificate of Incorporation; By-laws. (a) At the Effective Time, the Certificate certificate of Incorporation incorporation of the Company, as in effect immediately prior to the Effective Time, shall be amended so as to read in its entirety in the Certificate form of Incorporation the certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time, and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with its terms or as provided by law and such Certificate of Incorporationlaw.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Netratings Inc), Agreement and Plan of Merger (Vnu Group B.V.)
Certificate of Incorporation; By-laws. (a) At the Effective Time, the The Certificate of Incorporation and By-laws of the CompanyAcquisition, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation and By-laws of the Surviving Corporation and thereafter shall continue to be its Certificate of Incorporation and By-Laws until thereafter amended as provided by law therein and such Certificate of Incorporationunder the DGCL.
Appears in 2 contracts
Samples: Merger Agreement (Arcon Coating Mills Inc), Merger Agreement (Specialty Paperboard Inc)
Certificate of Incorporation; By-laws. (a) At the Effective Time, the Certificate certificate of Incorporation incorporation of the CompanyPurchaser, as in effect immediately prior to the Effective Time, shall be the Certificate certificate of Incorporation incorporation of the Surviving Corporation until thereafter amended as provided by law the DGCL and such Certificate of Incorporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Aeroflex Inc), Agreement and Plan of Merger (Aeroflex Inc)
Certificate of Incorporation; By-laws. (a) At the Effective Time, the Certificate of Incorporation of the Company, Surviving Corporation shall be the Certificate of Incorporation of the Company as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Certificate of Incorporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pure World Inc), Agreement and Plan of Merger (Naturex S.A.)
Certificate of Incorporation; By-laws. (a) At the Effective Time, (a) the Certificate certificate of Incorporation incorporation of the Company, Surviving Corporation as in effect immediately prior to the Effective Time, Time shall be the Certificate certificate of Incorporation incorporation of the Surviving Corporation until thereafter amended in accordance with the terms thereof or as provided by law applicable Law, and such Certificate (b) the by-laws of Incorporationthe Company as in effect immediately prior to the Effective Time shall be the by-laws of the Surviving Corporation until thereafter amended in accordance with the terms thereof, the certificate of incorporation of the Surviving Corporation or as provided by applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (MassRoots, Inc.), Agreement and Plan of Merger (MassRoots, Inc.)
Certificate of Incorporation; By-laws. (a) a. At the Effective Time, subject and giving effect to Section 6.06(a), the Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Certificate of Incorporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Athenahealth Inc), Agreement and Plan of Merger (Epocrates Inc)
Certificate of Incorporation; By-laws. (a) At the Effective Time, (a) the Certificate certificate of Incorporation incorporation of the Company, Acquirer as in effect immediately prior to the Effective Time, Time shall be the Certificate certificate of Incorporation incorporation of the Surviving Corporation until thereafter amended in accordance with the terms thereof or as provided by law applicable Law, and such Certificate (b) the by-laws of IncorporationAcquirer as in effect immediately prior to the Effective Time shall be the by-laws of the Surviving Corporation until thereafter amended in accordance with the terms thereof, the certificate of incorporation of the Surviving Corporation or as provided by applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Vaporin, Inc.), Agreement and Plan of Merger (Vapor Corp.)
Certificate of Incorporation; By-laws. (a) At From and after the Effective Time, the Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, Company shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Certificate of IncorporationCorporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Caprius Inc), Agreement and Plan of Merger (Vintage Capital Group, LLC)
Certificate of Incorporation; By-laws. (ai) At the Effective Time, the Certificate of Incorporation (the “Certificate of Incorporation”) of the CompanyCorporation, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended amended, as provided by law and such Certificate of Incorporationlaw.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Andover Medical, Inc.)
Certificate of Incorporation; By-laws. (a) At the Effective Time, the The Certificate of Incorporation of the CompanyAcquisition Sub, as in effect immediately prior to the Effective Time, shall shall, from and after the Effective Time, be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided therein or by law and such Certificate of Incorporationapplicable law.
Appears in 1 contract
Samples: Agreement of Merger (Eclipsys Corp)
Certificate of Incorporation; By-laws. (a) At the Effective Time, subject to Section 6.07(a), the Certificate certificate of Incorporation incorporation of the Company, as in effect immediately prior to the Effective Time, shall be the Certificate certificate of Incorporation incorporation of the Surviving Corporation until thereafter amended as provided by law in accordance therewith and such Certificate of Incorporationapplicable Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Constellation Alpha Capital Corp.)
Certificate of Incorporation; By-laws. (a) At the Effective Time, the Company Certificate of Incorporation of the CompanyIncorporation, as in effect immediately prior to the Effective Time, shall be the Certificate certification of Incorporation incorporation of the Surviving Corporation Corporation, until thereafter amended as provided by law and such Certificate certificate of Incorporation.incorporation. After the Effective Time, the Company shall cause the certificate of incorporation of the Surviving Corporation to be amended and restated in its entirety as set forth on Exhibit B.
Appears in 1 contract
Samples: Business Combination Agreement (VectoIQ Acquisition Corp.)
Certificate of Incorporation; By-laws. (a) At the Effective Time, the Certificate The certificate of Incorporation incorporation of the Company, as in effect immediately prior to the Effective Time, shall be the Certificate certificate of Incorporation incorporation of the Surviving Corporation until thereafter amended as provided therein or by law and such Certificate of Incorporationapplicable law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Change Technology Partners Inc)
Certificate of Incorporation; By-laws. (a) At the Effective Time, the Certificate of Incorporation of the Company, Surviving Corporation shall be amended in its entirety to read as the certificate of incorporation of Purchaser 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 law and such Certificate of Incorporationapplicable law.
Appears in 1 contract
Certificate of Incorporation; By-laws. (a) At The Company's Restated Certificate of Incorporation, as in effect at the Effective Time, shall be, from and after the Effective Time, the Certificate of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law. (b) The Company's By-laws, as in effect immediately prior to at the Effective Time, shall be be, from and after the Certificate of Incorporation Effective Time, the By-laws of the Surviving Corporation until thereafter changed or amended as provided therein or by law and such Certificate of Incorporationapplicable law. SECTION 1.7.
Appears in 1 contract
Samples: Exhibit 2 Agreement and Plan of Merger (Back Bay Restaurant Group Inc)
Certificate of Incorporation; By-laws. (a) At the Effective Time, the Certificate of Incorporation and the By-laws of the CompanyMerger Sub, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation and the Bylaws of the Surviving Corporation until thereafter amended as provided by law and such Certificate of IncorporationCorporation.
Appears in 1 contract
Certificate of Incorporation; By-laws. (a) At the Effective Time, the The Certificate of Incorporation and By-laws of each of the Companies comprising the Company, as in effect immediately prior to the Effective Time, shall be become the Certificate of Incorporation and By-laws of the Surviving Corporation until thereafter amended as provided by law and such Certificate of IncorporationCorporations.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Homecom Communications Inc)
Certificate of Incorporation; By-laws. (a) At the Effective Time, the Certificate of Incorporation and the By-laws of the CompanyMerger 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 amended as provided by law and such Certificate of IncorporationCorporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (James River Corp of Virginia)
Certificate of Incorporation; By-laws. (ai) At the Effective TimeDate, the Certificate of Incorporation (the “Certificate of Incorporation”) of the CompanyCorporation, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended amended, as provided by law and such Certificate of Incorporationlaw.
Appears in 1 contract
Certificate of Incorporation; By-laws. (a) At the Effective Time, the Restated Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law in accordance with its terms and such Certificate of Incorporationthe NYBCL.
Appears in 1 contract
Samples: Agreement and Plan (Lee Sara Corp)
Certificate of Incorporation; By-laws. (a) At the Merger Effective Time, the Certificate of Incorporation of the Company, as in effect immediately prior to the Merger Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law Law and such Certificate of Incorporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (PNA Group Holding CORP)
Certificate of Incorporation; By-laws. (a) At the Effective TimeTime of the Merger, and without any further action on the part of the Company or Sub, the Certificate certificate of Incorporation incorporation of the Company, Company as in effect immediately prior to the Effective Time, Time of the Merger shall be the Certificate certificate of Incorporation incorporation of the Surviving Corporation at the Effective Time of the Merger until thereafter amended as provided therein or by law and such Certificate of Incorporationapplicable law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Pharmaceutical Marketing Services Inc)
Certificate of Incorporation; By-laws. (a) At the Effective Time, the The Certificate of Incorporation of the CompanyAcquisition, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by in accordance with applicable law and such Certificate of Incorporation, and the By-laws of Acquisition, as in effect immediately prior to the Effective Time, shall be the By-laws of the Surviving Corporation until thereafter amended as provided by law, the Certificate of Incorporation and such By-laws.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Huntsman Polymers Corp)
Certificate of Incorporation; By-laws. (a) At Unless otherwise determined by the Purchaser before the Effective Time, at the Effective Time the Certificate of Incorporation of the CompanyPurchaser, as in effect immediately prior to before the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Certificate of Incorporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Bucyrus Acquisition Corp)
Certificate of Incorporation; By-laws. (a) At Unless otherwise determined by Parent and the Company prior to the Effective Time, at the Effective Time the Certificate of Incorporation of the Company, as in effect immediately prior amended pursuant to the Effective TimeCertificate of Merger, shall be the Certificate of Incorporation of the Surviving Corporation Company until thereafter amended as provided by law and such Certificate of Incorporation.; and
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cardiome Pharma Corp)
Certificate of Incorporation; By-laws. (a) At the Effective Time, Time the Certificate certificate of Incorporation incorporation of the Company, as in effect immediately prior to the Effective TimeTime (as amended as provided for in Section 3.3), shall be the Certificate certificate of Incorporation incorporation of the Surviving Corporation until thereafter amended as provided by law and such Certificate certificate of Incorporationincorporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Allmerica Financial Corp)
Certificate of Incorporation; By-laws. (a) At the Effective Time, the Certificate of Incorporation of the CompanyPurchaser, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Certificate of Incorporation.Corporation; provided, however, that
Appears in 1 contract
Certificate of Incorporation; By-laws. (a) At the Effective Time, the Certificate The certificate of Incorporation incorporation of the Company, as in effect immediately prior to the Effective Time, shall be the Certificate certificate of Incorporation incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by law and such Certificate applicable Law. The by-laws of Incorporationthe Company, 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.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Innophos Holdings, Inc.)
Certificate of Incorporation; By-laws. (a) At the Effective Time, the Certificate of Incorporation and By-Laws of the Company, as in effect immediately prior to the Effective Time, Company shall be the Certificate of Incorporation and By-Laws of the Surviving Corporation Corporation, and shall continue in full force and effect until thereafter amended as provided by law and such Certificate of Incorporationamended.
Appears in 1 contract
Certificate of Incorporation; By-laws. (ax) At the Effective Time, the Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Certificate of Incorporation.
Appears in 1 contract
Certificate of Incorporation; By-laws. (a) At Certificate of Incorporation. Unless otherwise determined by the Parent prior to the Effective Time, the Certificate of Incorporation of the CompanyAcquisition, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law in accordance with the DGCL and such Certificate of Incorporation.
Appears in 1 contract
Certificate of Incorporation; By-laws. (a) At From and after the Effective Time, the Certificate certificate of Incorporation incorporation of the Company, as Surviving Corporation shall be the certificate of incorporation of the Company in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Certificate of Incorporationapplicable Law.
Appears in 1 contract
Certificate of Incorporation; By-laws. (a) At the Effective Time, (i) the Certificate certificate of Incorporation incorporation of the Company, Company as in effect immediately prior to the Effective Time, Time shall be the Certificate certificate of Incorporation incorporation of the Surviving Corporation surviving corporation in the First Merger, until thereafter amended in accordance with the terms thereof or as provided by law applicable Law, and such Certificate (ii) the by-laws of Incorporationthe Company as in effect immediately prior to the Effective Time shall be the by-laws of the surviving corporation in the First Merger until thereafter amended in accordance with the terms thereof, the certificate of incorporation of the Company or as provided by applicable Law.
Appears in 1 contract
Certificate of Incorporation; By-laws. (a) At the Effective Time, the Company Certificate of Incorporation of the CompanyIncorporation, as in effect immediately prior to the Effective Time, shall be the Certificate certification of Incorporation incorporation of the Surviving Corporation Corporation, until thereafter amended as provided by law and such Certificate certificate of Incorporationincorporation. After the Effective Time, the Company shall cause the certificate of incorporation of the Surviving Corporation to be amended and restated in its entirety in a form as shall be mutually agreed by the parties.
Appears in 1 contract
Samples: Business Combination Agreement (InterPrivate Acquisition Corp.)
Certificate of Incorporation; By-laws. (a1) At the Effective TimeDate, the Certificate of Incorporation (the “Certificate of Incorporation”) of the CompanyCorporation, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended amended, as provided by law and such Certificate of Incorporationlaw.
Appears in 1 contract
Certificate of Incorporation; By-laws. (a1) At the Effective TimeDate, the Certificate of Incorporation of the Company, as in effect immediately prior to the Effective TimeDate, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended amended, as provided by law and such Certificate of Incorporationlaw.
Appears in 1 contract
Certificate of Incorporation; By-laws. (a) At the Effective Time, the Company Certificate of Incorporation of the CompanyIncorporation, as in effect immediately prior to the Effective Time, shall be the Certificate certification of Incorporation incorporation of the Surviving Corporation Corporation, until thereafter amended as provided by law and such Certificate certificate of Incorporationincorporation. After the Effective Time, the Company shall cause the certificate of incorporation of the Surviving Corporation to be amended and restated in its entirety in a form as shall be mutually agreed by the Parties.
Appears in 1 contract
Samples: Business Combination Agreement (Maquia Capital Acquisition Corp)
Certificate of Incorporation; By-laws. (a) At the Effective Time, the The Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, attached as Exhibit B hereto, as amended by the Certificate of Merger, shall be the Certificate of Incorporation of the Surviving Corporation from and after the Effective Time until thereafter amended as provided by in accordance with applicable law and such Certificate of Incorporation.
Appears in 1 contract
Samples: Agreement of Merger and Plan of Reorganization (Be Active Holdings, Inc.)
Certificate of Incorporation; By-laws. (a) At the Effective Time, the Certificate of Incorporation and By-laws of the Company, Company as in effect immediately prior to the Effective Time, Time shall automatically and without further action be the Certificate of Incorporation and By-laws of the Surviving Corporation until thereafter amended in accordance with the terms thereof or as provided by law and such Certificate of Incorporationapplicable Law.
Appears in 1 contract
Certificate of Incorporation; By-laws. (a) At the Effective Time, the The Certificate of Incorporation and By-laws of the CompanyBuyer, as in effect immediately prior to the Effective Time, shall be become the Certificate of Incorporation and By-laws of the Surviving Corporation until thereafter amended as provided by law and such Certificate of Incorporationsurviving corporation.
Appears in 1 contract
Certificate of Incorporation; By-laws. (a) At the Effective Time, the Certificate certificate of Incorporation incorporation of the Company, as in effect immediately prior to the Effective Time, shall be the Certificate certificate of Incorporation incorporation of the Surviving Corporation until thereafter amended as provided by law the NRS and such Certificate certificate of Incorporationincorporation.
Appears in 1 contract
Samples: Acquisition Agreement and Plan of Merger (Bioaccelerate Holdings Inc)
