Certificate of Incorporation; By-laws. At the Effective Time, (a) the certificate of incorporation of Merger Sub shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the terms thereof or as provided by applicable Law, and (b) 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 amended in accordance with the terms thereof, the certificate of incorporation of the Surviving Corporation or as provided by applicable Law.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Nanosphere Inc), Agreement and Plan of Merger (Luminex Corp), Agreement and Plan of Merger (Real Goods Solar, Inc.)
Certificate of Incorporation; By-laws. (a) At the Effective Time, (a) the certificate Certificate of incorporation Incorporation of Merger Sub shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the terms thereof or as provided by applicable LawSub, and (b) the by-laws of Merger Sub as in effect immediately prior to the Effective Time Time, shall be the by-laws Certificate of Incorporation 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 LawLaw and such Certificate of Incorporation.
Appears in 4 contracts
Samples: Employment Agreement (Dycom Industries Inc), Agreement and Plan of Merger (Savannah Foods & Industries Inc), Registration Rights Agreement (Dycom Industries Inc)
Certificate of Incorporation; By-laws. At the Effective Time, (a) the certificate Certificate of incorporation of Merger Sub shall be Incorporation and the certificate of incorporation By-laws of the Surviving Corporation until thereafter shall be amended in accordance with their entirety to contain the terms thereof or as provided by applicable Law, provisions set forth in the Certificate of Incorporation and (b) the byBy-laws of Merger Sub Sub, 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 LawTime.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Patterson Dental Co), Agreement and Plan of Merger (General Instrument Corp), Agreement and Plan of Merger (Motorola Inc)
Certificate of Incorporation; By-laws. (a) At the Effective Time, (a) the certificate Certificate of incorporation Incorporation of Merger Sub shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the terms thereof or as provided by applicable LawSub, and (b) the by-laws of Merger Sub as in effect immediately prior to the Effective Time Time, shall be the by-laws Certificate of Incorporation of the Surviving Corporation until thereafter amended in accordance with as provided by law and such Certificate of Incorporation; provided, however, that, at the terms thereofEffective Time, Article I of the certificate Certificate of incorporation Incorporation of the Surviving Corporation or shall be amended to read as provided by applicable Law.follows: “The name of the corporation is STATS ChipPAC, Inc.”
Appears in 3 contracts
Samples: Agreement and Plan of Merger And (Chippac Inc), Agreement and Plan of Merger And (Chippac Inc), Agreement and Plan of Merger (Temasek Holdings LTD)
Certificate of Incorporation; By-laws. (a) At the Effective Time, (a) the certificate Certificate of incorporation Incorporation of Merger Sub the Company shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the terms thereof or as provided by applicable Law, and (b) Merger to be identical to the by-laws Certificate of Incorporation of Merger Sub as in effect immediately prior to the Effective Time (except that such Certificate of Incorporation shall be amended to provide the name of the Surviving Corporation shall be the by-laws name of the Company), and shall be the Certificate of Incorporation 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 LawLaw and such Certificate of Incorporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Checkfree Corp \Ga\), Agreement and Plan of Merger (Carreker Corp), Agreement and Plan of Merger (Pegasus Solutions Inc)
Certificate of Incorporation; By-laws. (a) At the Effective Time, (a) the certificate Certificate of incorporation Incorporation of Merger Sub shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the terms thereof or as provided by applicable LawSub, and (b) the by-laws of Merger Sub as in effect immediately prior to the Effective Time Time, shall be the by-laws Certificate of Incorporation of the Surviving Corporation until thereafter amended in accordance with as provided by Law and such Certificate of Incorporation; provided, however, that, at the terms thereofEffective Time, Article I of the certificate Certificate of incorporation Incorporation of the Surviving Corporation or shall be amended to read as provided by applicable Law.follows: “The name of the corporation is SeaBright Holdings, Inc.”
Appears in 2 contracts
Samples: Agreement and Plan of Merger (SeaBright Holdings, Inc.), Agreement and Plan of Merger (Enstar Group LTD)
Certificate of Incorporation; By-laws. (a) At the Effective ------------------------------------- Time the Certificate of Incorporation of Merger Sub, as in effect immediately prior to the effective Time, (a) the certificate of incorporation of Merger Sub 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 applicable Law, law and (b) the by-laws such Certificate of Merger Sub 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 LawIncorporation.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Pennington Brooks Iii), Agreement and Plan of Reorganization (Central Garden & Pet Company)
Certificate of Incorporation; By-laws. At the Effective Time, (a) the certificate amended and restated articles of incorporation of Merger Sub shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the terms thereof or as provided by applicable Law, Sub; and (b) the by-laws of Merger Sub as in effect immediately prior to the Effective Time shall be the certificate of incorporation and 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 (Ebix Inc), Agreement and Plan of Merger (Adam Inc)
Certificate of Incorporation; By-laws. At the Effective Time, Merger Sub’s Certificate of Incorporation (a) the certificate of incorporation of “Merger Sub Certificate”) and By-laws (the “Merger Sub By-laws”) shall be the certificate Certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the terms thereof or as provided by applicable Law, Incorporation and (b) the by-laws of Merger Sub as in effect immediately prior to the Effective Time shall be the byBy-laws of the Surviving Corporation until thereafter changed or amended in accordance with the terms thereof, the certificate of incorporation of the Surviving Corporation or as provided therein or by applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (First Health Group Corp), Agreement and Plan of Merger (Coventry Health Care Inc)
Certificate of Incorporation; By-laws. (a) At the Effective Time, (a) the certificate of incorporation of Merger Sub shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the its terms thereof or as provided by and applicable Law, and (b) 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 amended in accordance with the terms thereof, the certificate of incorporation of the Surviving Corporation or as provided by applicable Lawlaw.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Grey Global Group Inc), Agreement and Plan of Merger (WPP Group PLC)
Certificate of Incorporation; By-laws. (a) At the Effective Time, (a) the certificate of incorporation of Merger Sub Sub, in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation Company, until thereafter amended in accordance with the terms thereof or 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 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 LawDGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tower Group, Inc.), Agreement and Plan of Merger (Tower Group, Inc.)
Certificate of Incorporation; By-laws. (a) At the Effective Time, (a) the certificate Certificate of incorporation Incorporation of Merger Sub shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the terms thereof or as provided by applicable LawSub, and (b) the by-laws of Merger Sub as in effect immediately prior to the Effective Time Time, shall be the by-laws Certificate of Incorporation 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 Lawlaw and such Certificate of Incorporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Publicis Groupe Sa), Agreement and Plan of Merger (Bcom3 Group Inc)
Certificate of Incorporation; By-laws. At (a) Subject to Section 5.06, at the Effective Time, (a) the certificate Certificate of incorporation Incorporation of Merger Sub shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the terms thereof or as provided by applicable Law, and (b) the by-laws of Merger Sub as in effect immediately prior to the Effective Time shall be the by-laws Certificate of Incorporation of the Surviving Corporation until thereafter amended in accordance with the terms thereof, the certificate as provided by law and such Certificate of incorporation Incorporation of the Surviving Corporation or as provided by applicable LawCorporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Scott Technologies Inc), Agreement and Plan of Merger (Scott Technologies Inc)
Certificate of Incorporation; By-laws. (a) At the Effective Time, (a) the certificate of incorporation of Merger Sub shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the terms thereof or as provided by applicable LawCorporation, and (b) the by-laws of Merger Sub as in effect immediately prior to the Effective Time Time, shall be amended so as to contain the by-laws of provisions, and only the Surviving Corporation until thereafter amended provisions, contained immediately prior thereto in accordance with the terms thereof, the certificate of incorporation of the Surviving Corporation or as provided by applicable LawMerger Sub.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Osi Pharmaceuticals Inc), Agreement and Plan of Merger (Cell Pathways Inc /De)
Certificate of Incorporation; By-laws. At the Effective Time, (a) the certificate of incorporation of Merger Sub Sub, in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation Company, until thereafter amended in accordance with the terms thereof or as provided therein or by applicable Lawthe DGCL. At the Effective Time, and (b) the by-laws of Merger Sub as Sub, in effect immediately prior to the Effective Time Time, shall be the by-laws of the Surviving Corporation Company, until thereafter amended in accordance with the terms thereofas provided therein, or by the certificate of incorporation of the Surviving Corporation Company or as provided by applicable Lawthe DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (CastlePoint Holdings, Ltd.), Agreement and Plan of Merger (CastlePoint Holdings, Ltd.)
Certificate of Incorporation; By-laws. At the Effective Time, (a) the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time shall be amended and restated as set forth in the Certificate of Merger and as so amended shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the terms thereof or as provided by applicable Law, and (b) 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 amended in accordance with the terms thereof, the certificate of incorporation of the Surviving Corporation thereof or as provided by applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Globus Medical Inc), Agreement and Plan of Merger
Certificate of Incorporation; By-laws. (a) At the Effective Time, (a) the certificate Certificate of incorporation Incorporation of Merger Sub shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the terms thereof or as provided by applicable LawSub, and (b) the by-laws of Merger Sub as in effect immediately prior to the Effective Time Time, shall be the by-laws Certificate of Incorporation of the Surviving Corporation until thereafter amended in accordance with as provided by the terms thereofDGCL and such Certificate of Incorporation; provided, however, that Article I of the certificate Certificate of incorporation Incorporation of the Surviving Corporation or shall be amended to read as provided by applicable Law.follows: "
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Workgroup Technology Corp), Agreement and Plan of Merger (Softech Inc)
Certificate of Incorporation; By-laws. (a) At the Effective Time, (a) the certificate Certificate of incorporation Incorporation of Merger Sub shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the terms thereof or as provided by applicable LawSub, and (b) the by-laws of Merger Sub as in effect immediately prior to the Effective Time Time, shall be the by-laws Certificate of Incorporation of the Surviving Corporation until thereafter amended in accordance with as provided by law and such Certificate of Incorporation; provided, however, that at the terms thereofEffective Time, Article I of the certificate Certificate of incorporation Incorporation of the Surviving Corporation or shall be amended to read as provided by applicable Lawfollows: "The name of the Corporation is Infinity Broadcasting Corporation."
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Viacom Inc), Agreement and Plan of Merger (Viacom Inc)
Certificate of Incorporation; By-laws. At the Effective Time, (a) the The certificate of incorporation of Merger Sub which is attached as Exhibit A hereto, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended in accordance with the terms thereof or as provided therein or by applicable Law, and (b) the by-laws law; provided that Article I of Merger Sub 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 shall be amended by the Certificate of Merger to read as provided by applicable Law.follows: "The name of the corporation is: Milestone Properties, Inc."
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Concord Assets Group Inc), Agreement and Plan of Merger (Milestone Properties Inc)
Certificate of Incorporation; By-laws. At (a) From and after the Effective Time, (a) the certificate Certificate of incorporation of Merger Sub shall be the certificate of incorporation Incorporation of the Surviving Corporation until thereafter amended in accordance with shall be the terms thereof or as provided by applicable Law, and (b) the by-laws Certificate of Incorporation of Merger Sub 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 its terms thereof, the certificate of incorporation of the Surviving Corporation or and as provided by applicable LawLaw and this Agreement, except that, as of the Effective Time, Article I of such Certificate of Incorporation shall be amended to read as follows: "The name of the Corporation is `Rymex Xxxds, Inc.'".
Appears in 1 contract
Samples: Agreement and Plan of Merger (Forest Lake Partners LLC)
Certificate of Incorporation; By-laws. (a) At the Effective Time, (a) the certificate Certificate of incorporation Incorporation of Merger Sub shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the terms thereof or as provided by applicable LawSub, and (b) the by-laws of Merger Sub as in effect immediately prior to the Effective Time Time, shall be the by-laws Certificate of Incorporation 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 LawLaw (as defined below in Section 3.05(a)) and such Certificate of Incorporation.
Appears in 1 contract
Certificate of Incorporation; By-laws. (a) At the Effective Time, (a) Time the certificate Certificate of incorporation Incorporation of Merger Sub shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the terms thereof or as provided by applicable LawSub, and (b) the by-laws of Merger Sub as in effect immediately prior to the Effective Time Time, shall be the by-laws Certificate of Incorporation of the Surviving Corporation until thereafter amended in accordance with as provided by Law and such Certificate of Incorporation; provided, however, that, at the terms thereofEffective Time, -------- ------- Article I of the certificate Certificate of incorporation Incorporation of the Surviving Corporation or shall be amended to read as provided by applicable Law.follows: "The name of the corporation is Xxxx Systems, Inc."
Appears in 1 contract
Certificate of Incorporation; By-laws. (a) At the Effective Time, (a) the certificate Certificate of incorporation Incorporation of Merger Sub shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the terms thereof or as provided by applicable LawSub, and (b) the by-laws of Merger Sub as in effect immediately prior to the Effective Time Time, shall be the by-laws Certificate of Incorporation of the Surviving Corporation until thereafter amended in accordance with as provided by Law and such Certificate of Incorporation; provided, however, that, at the terms thereofEffective Time, Article I of the certificate Certificate of incorporation Incorporation of the Surviving Corporation or shall be amended to read as provided by applicable Lawfollows: “The name of the corporation is First Mercury Financial Corporation.”
Appears in 1 contract
Samples: Agreement and Plan of Merger (First Mercury Financial Corp)
Certificate of Incorporation; By-laws. At the Effective Time, (a) the The certificate of incorporation of Merger Sub shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the terms thereof or as provided by applicable Law, and (b) 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 amended in accordance with the terms thereof, the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Lawlaw; provided, however, that the Certificate of Merger may provide for such change in the name of the Surviving Corporation as Parent shall determine in its sole discretion.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Charles River Associates Inc)
Certificate of Incorporation; By-laws. 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 in accordance with the terms thereof or as provided by applicable Law, ; and (b) 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 amended in accordance with the terms thereof, the certificate of incorporation of the Surviving Corporation or as provided by applicable Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Metalline Mining Co)
Certificate of Incorporation; By-laws. (a) At the Effective Time, (a) the certificate Certificate of incorporation Incorporation of Merger Sub shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the terms thereof or as provided by applicable LawSub, and (b) the by-laws of Merger Sub as in effect immediately prior to the Effective Time Time, shall be the by-laws Certificate of Incorporation of the Surviving Corporation until thereafter amended in accordance with as provided by Law and such Certificate of Incorporation; provided, however, that, at the terms thereofEffective Time, Article I of the certificate Certificate of incorporation Incorporation of the Surviving Corporation or shall be amended to read as provided by applicable Lawfollows: "The name of the corporation is UtiliQuest Holdings Corp.".
Appears in 1 contract
Samples: Agreement and Plan of Merger (Dycom Industries Inc)
Certificate of Incorporation; By-laws. (a) At the Effective Time, (a) the certificate of incorporation of Merger Sub Sub, as in effect immediately prior to the Effective Time (provided that the form and substance thereof shall be reasonably acceptable to the Company), shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the its terms thereof or and as provided by applicable Law, and (b) 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 amended in accordance with the terms thereof, the certificate of incorporation of the Surviving Corporation or as provided by applicable Lawlaw.
Appears in 1 contract
Certificate of Incorporation; By-laws. At the Effective ------------------------------------- Time, (a) the Sub's certificate of incorporation of Merger Sub shall be the certificate of incorporation of the Surviving Corporation until thereafter and shall be amended in accordance so that the name of the Surviving Corporation shall not be inconsistent with the terms thereof or as provided by applicable Lawprovisions of Section 6.10 hereof. At the Effective Time, and (b) the by-laws of Merger Sub as in effect immediately prior to at the Effective Time shall shall, from and after the Effective Time, be the by-laws of the Surviving Corporation until thereafter changed or amended in accordance with the terms thereof, the certificate of incorporation of the Surviving Corporation or as provided therein or by applicable Lawlaw.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Chartwell Leisure Inc)
Certificate of Incorporation; By-laws. (a) At the Effective Time, (a) the certificate Certificate of incorporation Incorporation of Merger Sub the Company shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the terms thereof or as provided by applicable Law, and (b) Merger to be identical to the by-laws Certificate of Incorporation of Merger Sub as in effect immediately prior to the Effective Time (except that such Certificate of Incorporation shall be amended to provide the name of the Surviving Corporation shall be Applied Innovation Inc.), and shall be the by-laws Certificate of Incorporation 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 LawLaw and such Certificate of Incorporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Applied Innovation Inc)
Certificate of Incorporation; By-laws. (a) At the Effective Time, (a) the certificate Certificate of incorporation Incorporation of Merger Sub Sub, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the terms thereof or as provided by applicable Lawlaw and such certificate of incorporation; provided, and (b) that the by-laws of parties shall cause Merger Sub to change its name to such name as in effect immediately prior to the Effective Time shall be agreed to by 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 Lawparties.
Appears in 1 contract
Samples: Business Combination Agreement (PENSARE ACQUISITION Corp)
Certificate of Incorporation; By-laws. (a) At the Effective Time, (a) the certificate Certificate of incorporation Incorporation of Merger Sub 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 applicable Lawthe DGCL and such Certificate of Incorporation; provided, and (b) that Article I of the by-laws Certificate of Merger Sub as in effect immediately prior to the Effective Time shall be the by-laws Incorporation of the Surviving Corporation until thereafter shall be amended in accordance with the terms thereof, the certificate of incorporation to read as follows: “The name of the Surviving Corporation or as provided by applicable Lawcorporation is ORBITAL DATA CORPORATION”.
Appears in 1 contract
Certificate of Incorporation; By-laws. (a) At the Effective Time, (a) the certificate Certificate of incorporation Incorporation of Merger Sub 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 applicable Law, and (b) 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 amended in accordance with the terms thereof, the certificate of incorporation of the Surviving Corporation or as provided by applicable LawCorporation.
Appears in 1 contract
Certificate of Incorporation; By-laws. (a) At the Effective Time, (a) the certificate Certificate of incorporation Incorporation of Merger Sub shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the terms thereof or as provided by applicable LawSub, and (b) the by-laws of Merger Sub as in effect immediately prior to the Effective Time Time, shall be the by-laws Certificate of Incorporation of the Surviving Corporation until thereafter amended in accordance with as provided by law and such Certificate of Incorporation; provided, however, that, at the terms thereofEffective Time, Article I of the certificate Certificate of incorporation Incorporation of the Surviving Corporation or shall be amended to read as provided by applicable Law.follows: "The name of the corporation is STATS ChipPAC, Inc."
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (St Assembly Test Services LTD)
Certificate of Incorporation; By-laws. (a) At the Effective Time, (a) the certificate of incorporation of Merger Sub shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the terms thereof or as provided by applicable Law, and (b) 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 amended in accordance with the terms thereof, the certificate of incorporation of the Surviving Corporation or as provided by applicable LawCorporation.
Appears in 1 contract
Certificate of Incorporation; By-laws. (a) At the Effective Time, (a) the certificate Certificate of incorporation Incorporation of Merger Sub shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the terms thereof or as provided by applicable LawSub, and (b) the by-laws of Merger Sub as in effect immediately prior to the Effective Time Time, shall be the by-laws Certificate of Incorporation of the Surviving Corporation until thereafter amended in accordance with as provided by law and such Certificate of Incorporation; provided, however, that, at the terms thereofEffective Time, the certificate Certificate of incorporation Incorporation of the Surviving Corporation or shall be amended to read as provided by applicable Lawfollows: "The name of the Corporation is Art.xxx, Xxc."
Appears in 1 contract
Certificate of Incorporation; By-laws. (a) At the Effective Time, (a) the certificate Certificate of incorporation Incorporation of Merger Sub Sub, in the form attached hereto as Exhibit 1.04(a), 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 applicable LawLaw and such Certificate of Incorporation. In the event of a Reverse-Subsidiary Merger, and the reference to "Merger Sub" in this subparagraph (ba) the by-laws of Merger Sub as in effect immediately prior to the Effective Time shall be replaced by a reference to "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 LawCompany".
Appears in 1 contract
Certificate of Incorporation; By-laws. (a) At the Effective Time, (a) the certificate of incorporation of Merger Sub shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the terms thereof or as provided by applicable Law, and (b) the by-laws of Merger Sub as in effect immediately prior to the Effective Time shall be the by-laws certificate of incorporation of the Surviving Corporation until thereafter changed or amended in accordance with as provided therein or by applicable Law; provided, however, that at the terms thereof, Effective Time the certificate of incorporation of the Surviving Corporation or as provided by applicable Lawshall be amended so that the name of the Surviving Corporation shall be “Comverge, Inc.”.
Appears in 1 contract
Certificate of Incorporation; By-laws. (a) At the Effective Time, (a) the certificate Certificate of incorporation Incorporation of Merger Sub Sub, in the form attached hereto as Exhibit 1.04(a), 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 applicable LawLaw and such Certificate of Incorporation. In the event of a Reverse-Subsidiary Merger, and the reference to “Merger Sub” in this subparagraph (ba) the by-laws of Merger Sub as in effect immediately prior to the Effective Time shall be replaced by a reference to “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 LawCompany”.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ispat International Nv)
Certificate of Incorporation; By-laws. At the Effective Time, (a) the The certificate of incorporation of Merger Sub Sub, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the terms thereof or as provided by applicable Law, Law and (b) 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 amended in accordance with the terms thereof, the such certificate of incorporation of the Surviving Corporation or as provided by applicable Lawincorporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Talk America Holdings Inc)
