Certificate of Incorporation; Bylaws. At the Effective Time, (a) the certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time and as amended by the Certificate of Merger, shall be the certificate of incorporation of the Surviving Corporation, and (b) the bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the bylaws of the Surviving Corporation.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Salix Pharmaceuticals LTD), Agreement and Plan of Merger (King Pharmaceuticals Inc), Agreement and Plan of Merger (King Pharmaceuticals Inc)
Certificate of Incorporation; Bylaws. (a) At the Effective Time, (a) the certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time and as amended by the Certificate of Merger, shall be the certificate of incorporation of the Surviving Corporation, and (b) the bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the bylaws certificate of incorporation of the Surviving Corporation., except that references therein to Merger Sub shall be treated as references to the Surviving Corporation, until thereafter amended as provided by law and such certificate of 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 4 contracts
Samples: Business Combination Agreement (Apexigen, Inc.), Project Barolo Merger (Apexigen, Inc.), Business Combination Agreement (Brookline Capital Acquisition Corp.)
Certificate of Incorporation; Bylaws. (a) At the Effective Time, (a) the certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time and as amended by the Certificate of Merger, shall be the certificate of incorporation of the Surviving Corporation, and (b) the bylaws Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the bylaws Certificate of Incorporation of the Surviving CorporationCorporation until thereafter amended as provided by the DGCL and such Certificate of Incorporation.
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Quadramed Corp), Agreement and Plan of Reorganization (Quadramed Corp), Agreement and Plan of Reorganization (Quadramed Corp)
Certificate of Incorporation; Bylaws. At the Effective Time, ------------------------------------ (a) the certificate of incorporation of Merger Sub, Sub as in effect immediately prior to at the Effective Time shall, from and as amended by after the Certificate of MergerEffective Time, shall be the certificate of incorporation of the Surviving Corporation, Corporation until thereafter changed or amended in accordance with the provisions thereof and applicable law and (b) the bylaws of Merger Sub, Sub as in effect immediately prior to at the Effective Time shall, from and after the Effective Time, shall be the bylaws of the Surviving CorporationCorporation until thereafter changed or amended in accordance with the provisions thereof and applicable law.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Cayenne Software Inc), Agreement and Plan of Merger (Sterling Software Inc), Agreement and Plan of Merger (Sterling Software Inc)
Certificate of Incorporation; Bylaws. At the Effective Time, (a) Pursuant to the Merger, the certificate of incorporation of the Company shall be amended and restated to be in the form of the certificate of incorporation of Merger Sub, as Sub in effect immediately prior to the Effective Time and and, as amended by the Certificate so amended, such certificate of Merger, incorporation shall be the certificate of incorporation of the Surviving CorporationCorporation until thereafter amended in accordance with its terms and as provided by law, and (b) except that the bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the bylaws name of the Surviving CorporationCorporation shall be designated by Parent.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Etrials Worldwide Inc.), Agreement and Plan of Merger (Bio Imaging Technologies Inc), Agreement and Plan of Merger (Merge Healthcare Inc)
Certificate of Incorporation; Bylaws. At the Effective Time, (a) the certificate of incorporation of Merger Sub, as as, in effect immediately prior to the Effective Time and as amended by the Certificate of Merger, shall be the certificate of incorporation of the Surviving Corporation, and (b) the bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the bylaws of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Loral Space & Communications LTD), Agreement and Plan of Merger (Orion Network Systems Inc/New/), Agreement and Plan of Merger (Loral Space & Communications LTD)
Certificate of Incorporation; Bylaws. (a) At the Effective Time, (a) the certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time and as amended by the Certificate of Merger, shall be the certificate of incorporation of the Surviving Corporation, and (b) the bylaws Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the bylaws Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided therein or by applicable law; provided, however, that at the Effective Time Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to read: "The name of the corporation is 'Digene Corporation'".
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Digene Corp), Agreement and Plan of Merger (Digene Corp)
Certificate of Incorporation; Bylaws. At the Effective Time, : (a) the certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time and as amended by the Certificate of Merger, shall be become the certificate of incorporation of the Surviving Corporation, and (b) the bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be become the bylaws of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Answerthink Consulting Group Inc), Agreement and Plan of Merger (Think New Ideas Inc)
Certificate of Incorporation; Bylaws. At the Effective Time, (a) the certificate of incorporation of the Merger Sub, as in effect immediately prior to the Effective Time and as amended by the Certificate of MergerTime, shall be the certificate of incorporation of the Surviving CorporationCorporation until thereafter changed or amended in accordance with the provisions thereof and Delaware Law, and (b) the bylaws of the Merger Sub, as in effect immediately prior to the Effective Time, shall be the bylaws of the Surviving Corporation until thereafter changed or amended in accordance with the provisions of the Surviving Corporation’s certificate of incorporation and Delaware Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Language Line Costa Rica, LLC), Agreement and Plan of Merger (Language Line Holdings, Inc.)
Certificate of Incorporation; Bylaws. At the Effective Time, (a) the The certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time and as amended by the Certificate of Merger, shall be the certificate of incorporation of the Surviving Corporation, and (b) the bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation and bylaws of the Surviving Corporation, until thereafter changed or amended as provided therein or by applicable law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (World Access Inc /New/), Agreement and Plan of Merger (Star Telecommunications Inc)
Certificate of Incorporation; Bylaws. (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 and as amended by shall be the Certificate of Merger, shall be the certificate of incorporation Incorporation of the Surviving CorporationCorporation until thereafter amended as provided by law and such Certificate of Incorporation; provided, and (b) the bylaws of Merger Subhowever, as in effect immediately prior to that at the Effective Time, shall be Time the bylaws name of the Surviving Corporation.Corporation shall be changed to NetScreen Technologies, Inc.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Netscreen Technologies Inc), Agreement and Plan of Reorganization (Juniper Networks Inc)
Certificate of Incorporation; Bylaws. At the Effective Time, (a) the certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time and as amended by the Certificate of Merger, Incorporation and the Bylaws of the Surviving Corporation shall be the certificate Certificate of incorporation of the Surviving Corporation, Incorporation and (b) the bylaws Bylaws of Merger Sub, Sub as in effect immediately prior to the Effective Time, shall be the bylaws of the Surviving Corporationin each case until duly amended in accordance with applicable law.
Appears in 2 contracts
Samples: Agreement And (Brown & Brown Inc), Agreement And (Brown & Brown Inc)
Certificate of Incorporation; Bylaws. (a) At the Effective Time, (a) the certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time and as amended by the Certificate of Merger, shall be the certificate of incorporation of the Surviving Corporation, and (b) the bylaws of First Merger Sub, as in effect immediately prior to the Effective Time, shall be the bylaws certificate of incorporation of the Surviving CorporationCorporation until thereafter amended as provided by the DGCL and such certificate of incorporation (subject to Section 7.7).
Appears in 2 contracts
Samples: Business Combination Agreement and Plan of Reorganization (Jet Token Inc.), Business Combination Agreement and Plan of Reorganization (Oxbridge Acquisition Corp.)
Certificate of Incorporation; Bylaws. At the Effective Time, (a) the certificate of incorporation of Merger Sub, Sub as in effect immediately prior to the Effective Time and as amended by the Certificate of Merger, shall be the certificate of incorporation of the Surviving CorporationCorporation until thereafter amended in accordance with the terms thereof or as provided by applicable Law, and (b) the bylaws of Merger Sub, Sub as in effect immediately prior to the Effective Time, Time shall be the bylaws of the Surviving CorporationCorporation 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 (Argo Blockchain PLC), Agreement and Plan of Merger (Argo Blockchain PLC)
Certificate of Incorporation; Bylaws. At the Effective Time, (a) the certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time and as amended by the Certificate of Merger, shall be the certificate of incorporation of the Surviving Corporation, and (b) the bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the bylaws of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Proxicom Inc), Agreement and Plan of Merger (Itc Deltacom Inc)
Certificate of Incorporation; Bylaws. At the Effective Time, (a) the The certificate of incorporation and bylaws of Merger Sub, Sub as in effect immediately prior to the Effective Time shall constitute the certificate of incorporation and as amended by bylaws of the Certificate Surviving Corporation at and after the Effective Time; provided, however, that Article I of Merger, shall be the certificate of incorporation of the Surviving CorporationCorporation will be amended at the Effective Time to read "The name of the corporation is Superior Galleries, Inc." (or as Parent and (b) the bylaws of Merger Sub, as in effect immediately Company may otherwise agree prior to the Effective Time, shall be the bylaws filing of the Surviving CorporationCertificate of Merger) until thereafter amended.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Superior Galleries Inc), Escrow Agreement (Dgse Companies Inc)
Certificate of Incorporation; Bylaws. (a) At the Effective Time, (a) the certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time and as amended by the Certificate of Merger, shall be the certificate of incorporation of the Surviving Corporation, and (b) the bylaws Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the bylaws Certificate of Incorporation of the Surviving Corporation.Corporation until thereafter changed or amended as provided therein or by applicable law; provided, however, that Article 1 of the Certificate of Incorporation of the Surviving Corporation shall be amended to read as follows: "The name of the corporation is OnTrak Systems, Inc."
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lam Research Corp), Agreement and Plan of Merger (Lam Research Corp)
Certificate of Incorporation; Bylaws. (a) At the Effective Time, (a) the certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time and as amended by the Certificate of Merger, shall be the certificate of incorporation of the Surviving Corporation, and (b) the bylaws Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the bylaws Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Certificate of Incorporation of the Surviving Corporation. At the Effective Time, the Certificate of Incorporation of the Parent shall have been amended to effect the Parent Name Change.
Appears in 2 contracts
Samples: Voting Agreement (Broadbase Software Inc), Agreement and Plan of Merger (Kana Communications Inc)
Certificate of Incorporation; Bylaws. (a) At the Effective Time, (a) the certificate of incorporation of the Company shall be amended and restated so that the certificate of incorporation of Merger Sub, as in effect Sub immediately prior to the Effective Time and as amended by the Certificate of Merger, shall be the certificate of incorporation of the Surviving Corporation, and Corporation (b) except that the bylaws name of the Company shall be substituted for the name of Merger Sub, ) until thereafter amended in accordance with their terms and as in effect immediately prior to the Effective Time, shall be the bylaws of the Surviving Corporationprovided by applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Green Bancorp, Inc.), Agreement and Plan of Merger (Green Bancorp, Inc.)
Certificate of Incorporation; Bylaws. (a) At the Effective Time, (a) the certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time and as amended by the Certificate of Merger, shall be the certificate of incorporation of the Surviving Corporation, and (b) the bylaws Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the bylaws Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by the DGCL and such Certificate of Incorporation; provided, however, that Article I of the Certificate of Incorporation shall be amended to read as follows: "The name of the corporation is Global Integrity Corporation."
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Predictive Systems Inc), Agreement and Plan of Reorganization (Predictive Systems Inc)
Certificate of Incorporation; Bylaws. (a) At the Effective Time, (a) the Company’s certificate of incorporation will, by virtue of the Merger, be amended and restated in its entirety to read as the certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time and as amended by the Certificate of Merger, shall be the certificate of incorporation of the Surviving Corporation, and (b) the bylaws of Merger Sub, Sub as in effect immediately prior to the Effective Time, shall be except that the bylaws name of the Surviving CorporationCorporation will remain “Solutia Inc.”, and as so amended and restated will be the certificate of incorporation of the Surviving Corporation until thereafter amended as provided therein or by applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Eastman Chemical Co), Agreement and Plan of Merger (Solutia Inc)
Certificate of Incorporation; Bylaws. At the Effective Time, (a) the The certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time and as amended by the Certificate of Merger, shall be the certificate of incorporation bylaws of the Surviving Corporation, and (b) the bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation and bylaws of the Surviving CorporationCorporation and thereafter shall continue to be its certificate of incorporation and bylaws until amended as provided therein and under the Code.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Group 1 Automotive Inc), Agreement and Plan of Reorganization (Group 1 Automotive Inc)
Certificate of Incorporation; Bylaws. (a) At the Effective Time, (a) and without any further action on the part of the Company or Merger Sub or any other Person, the certificate of incorporation of Merger Sub, Sub as in effect immediately prior to the Effective Time and as amended by the Certificate of Merger, shall be the certificate of incorporation of the Surviving CorporationCorporation until, subject to SECTION 5.10, thereafter amended in accordance with its terms and (b) the bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the bylaws of the Surviving Corporationprovided by applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Acer Therapeutics Inc.), Agreement and Plan of Merger (Zevra Therapeutics, Inc.)
Certificate of Incorporation; Bylaws. (a) At the Effective Time, (a) the certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time and as amended by the Certificate of Merger, shall be the certificate of incorporation of the Surviving Corporation, Corporation will be amended and (b) restated to read as the bylaws certificate of incorporation of Merger Sub, as in effect Sub read immediately prior to the Effective TimeTime (other than the name of the legal entity, which shall be the bylaws of the Surviving CorporationSymmetry Medical Inc.), until thereafter amended in accordance with its terms and as provided by applicable law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Symmetry Surgical Inc.), Agreement and Plan of Merger (Symmetry Medical Inc.)
Certificate of Incorporation; Bylaws. (a) At the Effective Time, (a) the certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time and as amended by the Certificate of Merger, shall be the certificate of incorporation of the Surviving Corporation, and (b) the bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the bylaws certificate of incorporation of the Surviving Corporation., except that references therein to Merger Sub shall be treated as references to the Surviving Corporation, until thereafter amended as provided by law and such certificate of 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 A.
Appears in 2 contracts
Samples: Business Combination Agreement (Athena Technology Acquisition Corp.), Business Combination Agreement (GigCapital2, Inc.)
Certificate of Incorporation; Bylaws. (a) At the Effective Time, (a) the certificate of incorporation of Merger Sub, as Sub in effect immediately prior to the Effective Time and as amended by the Certificate of Merger, shall be become the certificate of incorporation of the Surviving Corporation, and Entity (bthe “Surviving Entity Certificate of Incorporation”) the bylaws of Merger Sub, until thereafter changed or amended as in effect immediately prior to the Effective Time, shall be the bylaws of the Surviving Corporationprovided therein or by applicable law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Logan's Roadhouse of Kansas, Inc.), Agreement and Plan of Merger (Aramark Corp)
Certificate of Incorporation; Bylaws. At the Effective TimeTime and without any further action on the part of any party hereto, (a) the certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time and as amended by the Certificate of Merger, shall be the certificate of incorporation of the Surviving Corporation, and (b) the bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be become the certificate of incorporation and bylaws of Target Company (as the Surviving Corporation) as of the Effective Time, until duly amended in accordance with applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Isoray, Inc.), Agreement and Plan of Merger (Isoray, Inc.)
Certificate of Incorporation; Bylaws. At the Effective Time, (a) the certificate Certificate of incorporation Incorporation of Merger Sub, Sub as in effect immediately prior to the Effective Time and as amended by shall be the Certificate of Merger, shall be the certificate of incorporation Incorporation of the Surviving Corporation, Corporation and (b) the bylaws Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the bylaws Bylaws of the Surviving CorporationCorporation until thereafter amended.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Autoinfo Inc), Agreement and Plan of Reorganization (Wachtel Harry M)
Certificate of Incorporation; Bylaws. (a) At the Effective Time, (a) the certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time and as amended by the Certificate of Merger, Sub shall be become the certificate of incorporation of the Surviving Corporation, and (b) except that the bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the bylaws name of the Surviving CorporationCorporation shall be that of the Company, until thereafter amended in accordance with its terms and as provided by Law.
Appears in 1 contract
Certificate of Incorporation; Bylaws. At Following the Effective Time, (a) the certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time and as amended by the Certificate of Merger, Incorporation of Merger Sub shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation, Corporation until thereafter changed or amended in accordance with the provisions thereof and (b) the bylaws of Merger Sub, as in effect immediately prior to applicable Law. Following the Effective Time, the Bylaws of Merger Sub shall be the bylaws Bylaws of the Surviving CorporationCorporation until thereafter changed or amended in accordance with the provisions thereof and applicable Law.
Appears in 1 contract
Certificate of Incorporation; Bylaws. (a) At the Effective Time, (a) the certificate of incorporation of the Merger Sub, as in effect immediately prior to the Effective Time and as amended by the Certificate of Merger, Sub shall be the certificate of incorporation of the Surviving Corporation, and (b) the bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the bylaws of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Services Acquisition Corp. International)
Certificate of Incorporation; Bylaws. At the Effective Time, (a) the certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time and as amended by the Certificate of Merger, shall be the The certificate of incorporation of the Surviving Corporation, and (b) the bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the bylaws certificate of incorporation of the Surviving CorporationCorporation immediately after the Effective Time until thereafter amended as provided by Law and such certificate of incorporation, except that (i) the name of the corporation set forth therein shall be changed to the name of the Company and (ii) the identity of the incorporator shall be deleted.
Appears in 1 contract
Certificate of Incorporation; Bylaws. At the Effective Time, (a) the certificate of incorporation of the Merger Sub, as in effect immediately prior to the Effective Time and as amended by the Certificate of Merger, shall be the certificate of incorporation of the Surviving Corporation, and (b) the bylaws of the Merger Sub, as in effect immediately prior to the Effective Time, shall be the bylaws of the Surviving Corporation.
Appears in 1 contract
Certificate of Incorporation; Bylaws. (a) At the Effective Time, (a) the certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time and as amended by the Certificate of Merger, shall be the certificate of incorporation of the Surviving Corporation, and (b) the bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation, except that references therein to Merger Sub shall be treated as references to the Surviving Corporation, until thereafter amended as provided by law, the bylaws of the Surviving CorporationCorporation and such certificate of incorporation, as applicable.
Appears in 1 contract
Samples: Business Combination Agreement (Anzu Special Acquisition Corp I)
Certificate of Incorporation; Bylaws. At (a) From and after the Effective Time, (a) the certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time and as amended by the Certificate of Merger, shall be the certificate of incorporation of the Surviving Corporation, and (b) the bylaws Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the bylaws Certificate of Incorporation of the Surviving Corporation, except that the name of the corporation set forth therein shall be changed to "Defect & Yield Management, Inc." and until further changed or amended by law.
Appears in 1 contract
Samples: Document Agreement and Plan of Merger (HPL Technologies Inc)
Certificate of Incorporation; Bylaws. At the Effective Time, (a) the The certificate of incorporation of the Buyer Merger Sub, Sub as in effect immediately prior to the Effective Time and as amended by the Certificate of Merger, set forth on Exhibit D hereto shall be the certificate of incorporation of the Surviving Corporation, Corporation until thereafter amended in accordance with Applicable Law and (b) the bylaws such certificate of Merger Sub, as in effect immediately prior to the Effective Time, shall be the bylaws of the Surviving Corporationincorporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Monotype Imaging Holdings Inc.)
Certificate of Incorporation; Bylaws. At the Effective Time, (a) the The certificate of incorporation of Merger Sub, Sub as in effect immediately prior to before the Effective Time and as amended by the Certificate of Merger, shall will be the certificate of incorporation of the Surviving CorporationCorporation until thereafter amended in accordance with the terms thereof and as provided by applicable Law, and (b) except that the bylaws of Merger Subcertificate will reflect “MedEfficiency, Inc.” as in effect immediately prior to the Effective Time, shall be the bylaws name of the Surviving Corporation, as of the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Derma Sciences, Inc.)
Certificate of Incorporation; Bylaws. (a) At the Effective Time, (a) the certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time and as amended by the Certificate of Merger, Sub shall be the certificate of incorporation of the Surviving Corporation, Corporation until thereafter amended in accordance with its terms and applicable Law (b) except that the bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the bylaws name of the Surviving CorporationCorporation shall be “XX Xxxxxxx Technologies, Inc.”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (EF Johnson Technologies, Inc.)
Certificate of Incorporation; Bylaws. (a) At the Effective Time, (a) the certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time and as amended by the Certificate of Merger, shall be the certificate of incorporation Incorporation of the Surviving Corporation, and (b) the bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the bylaws Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Certificate of Incorporation of the Surviving Corporation.; provided, however, that at the Effective Time the Certificate of Incorporation of the Surviving Corporation shall be amended and restated in the form attached as Exhibit G.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Visx Inc)
Certificate of Incorporation; Bylaws. At the Effective Time, (a) the certificate Certificate of incorporation Incorporation of Merger Sub, as in effect immediately prior to the Effective Time and as may be amended by the Certificate of Merger, Merger shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation, and (b) the bylaws Corporation until thereafter amended. The Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the bylaws Bylaws of the Surviving CorporationCorporation until thereafter amended.
Appears in 1 contract
Certificate of Incorporation; Bylaws. (a) At the Effective Time, (a) the certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time and as amended by the Certificate of Merger, shall be the certificate of incorporation of the Surviving Corporation, and (b) the bylaws Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the bylaws Certificate of Incorporation of the Surviving CorporationCorporation until thereafter amended as provided by the OGCA and such Certificate of Incorporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Fullnet Communications Inc)
Certificate of Incorporation; Bylaws. (a) At the Effective Time, (a) the certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time and as amended by the Certificate of Merger, Sub shall be become the certificate of incorporation of the Surviving Corporation, and (b) the bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the bylaws of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sun Healthcare Group Inc)
Certificate of Incorporation; Bylaws. At the Effective Time, (a) the certificate Certificate of incorporation Incorporation of Merger Sub, Sub as in effect immediately prior to at the Effective Time and as amended by the Certificate of MergerTime, shall be the certificate Certificate of incorporation Incorporation of the Surviving CorporationCorporation until thereafter amended in accordance with applicable law. At the Effective Time, and (b) the bylaws Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the bylaws Bylaws of the Surviving CorporationCorporation until thereafter amended in accordance with applicable law.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Tickets Com Inc)
Certificate of Incorporation; Bylaws. At (a) As indicated in the exhibits to the Agreement of Merger, immediately after the Effective Time, (a) the certificate of incorporation of the Surviving Corporation shall be the certificate of incorporation of Merger Sub, Sub as in effect of immediately prior to the Effective Time Time, and as amended by the Certificate such certificate of Merger, incorporation shall be the certificate of incorporation of the Surviving Corporation, Corporation until thereafter amended as provided by applicable law and (b) the bylaws such certificate of Merger Sub, as in effect immediately prior to the Effective Time, shall be the bylaws incorporation of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Pixelworks Inc)
Certificate of Incorporation; Bylaws. (a) At the Effective Time, (a) the certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time and as amended by the Certificate of Merger, shall be the certificate of incorporation of the Surviving Corporation, and (b) the bylaws Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the bylaws Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law; provided, however, that at the Effective Time Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to read: "The name of the corporation is "Sequoia Software Corporation".
Appears in 1 contract
Certificate of Incorporation; Bylaws. At the Effective Time, (a) the certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time and as amended by the Delaware Certificate of Merger, shall be the certificate of incorporation of the Surviving Corporation, and (b) the bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the bylaws of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Mobile Reach International Inc)
Certificate of Incorporation; Bylaws. At the Effective Time, (a) the certificate of incorporation of Merger Sub, as in effect immediately prior to From and after the Effective Time and as until further amended by in accordance with applicable law, the Certificate of Merger, shall be the certificate of incorporation of the Surviving Corporation, and (b) the bylaws Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the bylaws Certificate of Incorporation of the Surviving Corporation, as amended in the Certificate of Merger to change the name of the Surviving Corporation to that of the Company. From and after the Effective Time and until further amended in accordance with law, the Bylaws of Merger Sub as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Unitedhealth Group Inc)
Certificate of Incorporation; Bylaws. (a) At the Effective Time, (a) the certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time and as amended by the Certificate of MergerIncorporation of the Merger Sub, shall be the certificate Certificate of incorporation of the Surviving Corporation, and (b) the bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the bylaws Incorporation of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Aduddell Industries Inc)
Certificate of Incorporation; Bylaws. (a) At the Effective Time, (a) and by virtue of the Merger, the certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time and as amended by (the “Certificate of MergerIncorporation”), shall be the certificate of incorporation of the Surviving Corporation, Corporation until thereafter amended in accordance with the provisions thereof and (b) the bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the bylaws of the Surviving Corporationprovided by Law.
Appears in 1 contract
Certificate of Incorporation; Bylaws. (a) At the Effective Time, (a) the Company’s certificate of incorporation shall, by virtue of the Merger, be amended and restated in its entirety to read as the certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time and as amended by the Certificate of Merger, shall be the certificate of incorporation of the Surviving Corporation, and (b) the bylaws of Merger Sub, Sub as in effect immediately prior to the Effective Time, except that all references therein to Merger Sub shall be the bylaws of deemed to be references to the Surviving Corporation, until thereafter amended as provided therein or by applicable Law.
Appears in 1 contract
Certificate of Incorporation; Bylaws. At the Effective Time, (a) the The restated and corrected certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time and as amended by the Certificate of Merger, shall be the certificate of incorporation of the Surviving Corporation, and (b) the bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the bylaws certificate of incorporation of the Surviving CorporationCorporation until thereafter amended as provided by Law and such certificate of incorporation.
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Samples: Agreement and Plan of Merger (Texas Market Tire, Inc.)
Certificate of Incorporation; Bylaws. (a) At the Effective Time, (a) the certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time and as amended by the Certificate of Merger, shall be the certificate of incorporation of the Surviving Corporation, and (b) the bylaws of First Merger Sub, as in effect immediately prior to the Effective Time, shall be the bylaws certificate of incorporation of the Surviving CorporationCorporation until thereafter amended as provided by the DGCL and such certificate of incorporation (subject to Section 7.07).
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Samples: Business Combination Agreement (Tortoise Acquisition Corp. II)
Certificate of Incorporation; Bylaws. (a) At the Effective Time, (a) the certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time and as amended by the Certificate of Merger, shall be the certificate Incorporation of incorporation of the Surviving Corporation, and (b) the bylaws of Merger SubMergerSub, as in effect immediately prior to the Effective Time, shall be the bylaws Certificate of Incorporation of the Surviving CorporationCorporation until thereafter amended as provided by the DGCL and the Certificate of Incorporation.
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Certificate of Incorporation; Bylaws. (a) At the Effective Time, (a) the certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time and as amended by the Certificate of Merger, shall be the certificate of incorporation of the Surviving Corporation, and (b) the bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the bylaws certificate of incorporation of the Surviving Corporation., except that references therein to Merger Sub shall be treated as references to the Surviving Corporation, until thereafter amended as provided by law and such certificate of incorporation. After the Effective Time, the Company shall cause the certificate of incorporation of the Surviving Corporation to be amended to result in Surviving Corp. being named as “Cardio Diagnostics, Inc.”
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Samples: Merger Agreement and Plan of Reorganization (Mana Capital Acquisition Corp.)
Certificate of Incorporation; Bylaws. (a) At the Effective Time, (a) the certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time and as amended by the Certificate of Merger, shall be the certificate of incorporation of the Surviving Corporation, and (b) the bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the bylaws certificate of incorporation of the Surviving CorporationCorporation until thereafter amended in accordance with the provisions thereof and as provided by Law.
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Certificate of Incorporation; Bylaws. At the Effective Time, (a) the certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time and as amended by the Certificate of Merger, shall be the certificate of incorporation of the Surviving Corporation, and (b) the bylaws Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the bylaws Certificate of Incorporation of the Surviving CorporationCorporation until thereafter amended as provided by Law and such Certificate of Incorporation. At the Effective Time, the Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter amended as provided by Law, the Certificate of Incorporation of the Surviving Corporation and such Bylaws.
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Samples: Amended and Restated Agreement and Plan of Merger (Newfield Exploration Co /De/)
Certificate of Incorporation; Bylaws. At the Effective Time, subject to the terms and conditions of Section 7.8 hereof, (a) the certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time and as amended by the Certificate of Merger, shall be the certificate of incorporation of the Surviving Corporation, and (b) the bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the bylaws of the Surviving Corporation. Section 1.5.
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Samples: 1 Agreement and Plan of Merger (Price Communications Wireless Inc)
Certificate of Incorporation; Bylaws. (a) At the Effective Time, (a) the certificate Certificate of incorporation Incorporation of the Merger Sub, as in effect immediately prior to the Effective Time and as amended by the Certificate of Mergerset forth in Exhibit B to this Agreement, shall be the certificate Certificate of incorporation --------- Incorporation of the Surviving CorporationCorporation until thereafter amended as provided by law and such Certificate of Incorporation; provided, and (b) however, that Section 1 of the bylaws Certificate of Merger Sub, as in effect immediately prior to the Effective Time, shall be the bylaws Incorporation of the Surviving Corporation.Corporation shall be amended to read as follows: "
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Samples: Agreement and Plan of Reorganization (Agile Software Corp)
Certificate of Incorporation; Bylaws. At the Effective Time, (a) the certificate Certificate of incorporation Incorporation of Merger Sub, Sub as in effect immediately prior to the Effective Time and as amended by the Certificate of MergerTime, shall be the certificate Certificate of incorporation Incorporation of the Surviving CorporationCorporation until thereafter amended in accordance with applicable law. At the Effective Time, and (b) the bylaws Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the bylaws Bylaws of the Surviving CorporationCorporation until thereafter amended in accordance with applicable law.
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Samples: Agreement and Plan of Reorganization and Merger (Futurelink Corp)
Certificate of Incorporation; Bylaws. At the Effective Time, (a) the certificate ------------------------------------ Certificate of incorporation Incorporation of Merger Sub, as in effect immediately prior to at the Effective Time and as amended by the Certificate of MergerTime, shall be the certificate Certificate of incorporation Incorporation of the Surviving CorporationCorporation until thereafter amended in accordance with applicable law. At the Effective Time, and (b) the bylaws Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the bylaws Bylaws of the Surviving CorporationCorporation until thereafter amended in accordance with applicable law.
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Samples: Agreement and Plan of Merger and Reorganization (Marketfirst Software Inc)
Certificate of Incorporation; Bylaws. (a) At the Effective TimeTime of the Merger, (a) and without any further action on the part of the Company or Sub, the certificate of incorporation of Merger Sub, the Sub as in effect immediately prior to at the Effective Time and as amended by of the Certificate of Merger, Merger shall be the certificate of incorporation of the Surviving Corporation, and (b) the bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the bylaws of the Surviving Corporation.
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Certificate of Incorporation; Bylaws. (a) At the Effective Time, (a) the certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time and as amended by the Certificate of Merger, shall be the certificate of incorporation Incorporation of the Surviving Corporation, and (b) the bylaws of Merger SubCompany, as in effect immediately prior to the Effective Time, shall be amended and restated in its entirety to read as the bylaws Certificate of Incorporation of Merger Sub (with the name of Merger Sub appropriately changed to the name of the Surviving Corporation), and shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by Law and such Certificate of Incorporation.
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Certificate of Incorporation; Bylaws. (a) At the Effective Time, (a) the certificate of incorporation of Merger Sub, as Sub in effect immediately prior to the Effective Time and as amended by the Certificate of Merger, shall be become the certificate of incorporation of the Surviving Corporation, and (b) except that the bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the bylaws name of the Surviving CorporationCorporation shall be “Armored AutoGroup Parent Inc.” (the “Surviving Corporation Certificate of Incorporation”) until thereafter changed or amended as provided therein or by Applicable Law.
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