Certificate of Incorporation; Bylaws. (a) By virtue of the Merger, the certificate of incorporation of the Company shall be amended and restated as of the Effective Time so as to read in its entirety as set forth in Exhibit B, and as so amended and restated shall be the certificate of incorporation of the Surviving Corporation following the Merger, until thereafter amended in accordance with its terms and as provided by applicable Law (subject to Section 5.6).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Wyndham Hotels & Resorts, Inc.), Agreement and Plan of Merger (Wyndham Worldwide Corp), Agreement and Plan of Merger (La Quinta Holdings Inc.)
Certificate of Incorporation; Bylaws. (a) By virtue of At the MergerEffective Time, the certificate of incorporation of the Company Merger Sub shall be amended and restated as of the Effective Time so as to read that it reads in its entirety as set forth in Exhibit BC hereto, and and, as so amended and restated amended, shall be the certificate of incorporation of the Surviving Corporation following the Merger, until thereafter amended in accordance with its terms and as provided by applicable Law (subject to Section 5.6)Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Paramount Gold & Silver Corp.), Agreement and Plan of Merger (Coeur Mining, Inc.), Agreement and Plan of Merger (Paramount Gold Nevada Corp.)
Certificate of Incorporation; Bylaws. (a) By At the Effective Time, by virtue of the Merger, the certificate of incorporation of the Company shall be amended and restated as of the Effective Time so as to read in its entirety as is set forth in on Exhibit BA hereto, and and, as so amended and restated amended, shall be the certificate of incorporation of the Surviving Corporation following the Merger, until thereafter amended in accordance with its terms and as provided by applicable Law (subject to Section 5.66.7).
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Phoenix Companies Inc/De)
Certificate of Incorporation; Bylaws. (a) By virtue At the Effective Time, the Certificate of Incorporation of the MergerMerger Sub, the certificate a copy of incorporation of the Company shall be amended and restated which is attached hereto as of the Effective Time so as to read in its entirety as set forth in Exhibit BA, and as so amended and restated shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation following the Merger, until thereafter amended in accordance with its terms and as provided by applicable Law (subject to Section 5.6)Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Aduddell Industries Inc), Agreement and Plan of Merger (Tremisis Energy Acquisition Corp)
Certificate of Incorporation; Bylaws. (a) By virtue of At the MergerEffective Time, the certificate of incorporation of the Company Merger Sub shall be amended and restated as of the Effective Time so as to read in its entirety as is set forth in on Exhibit BB annexed hereto, and and, as so amended and restated amended, shall be the certificate of incorporation of the Surviving Corporation following the Merger, Entity until thereafter amended in accordance with its terms and as provided by applicable Law (subject to Section 5.6)Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Brink's Home Security Holdings, Inc.), Agreement and Plan of Merger (Tyco International LTD /Ber/)
Certificate of Incorporation; Bylaws. (a) By virtue of At the MergerEffective Time, the certificate of incorporation of the Company shall Company, by virtue of the Merger, will be amended and restated as of the Effective Time so as in its entirety to read in its entirety as set forth in Exhibit Bthe form of Annex II, and as so amended and restated shall amended, will be the certificate of incorporation of the Surviving Corporation following the Merger, until thereafter amended in accordance with its terms and as provided by applicable Law (subject to Section 5.6)Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (TESARO, Inc.), Agreement and Plan of Merger (TESARO, Inc.)
Certificate of Incorporation; Bylaws. (a) By virtue of At the MergerEffective Time, the certificate of incorporation of the Company shall be amended and restated as of the Effective Time so as to read in its entirety in the form of the certificate of incorporation of Merger Sub (as set forth it may be amended, modified or supplemented from time to time after the date hereof and prior to the Effective Time by the mutual written agreement of the parties in Exhibit Baccordance with the provisions thereof and applicable Law), and and, as so amended and restated amended, shall be the certificate of incorporation of the Surviving Corporation following the Merger, until thereafter amended in accordance with its terms and as provided by applicable Law (subject to Section 5.6)Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Hughes Network Systems, LLC)
Certificate of Incorporation; Bylaws. (a) By virtue of At the MergerEffective Time, the certificate of incorporation of the Company shall be amended and restated as a result of the Effective Time Merger so as to read in its entirety as set forth in Exhibit BA hereto, and and, as so amended and restated amended, shall be the certificate of incorporation of the Surviving Corporation following the Merger, until thereafter amended in accordance with its terms and as provided by applicable Law (subject to Section 5.6)law.
Appears in 1 contract
Certificate of Incorporation; Bylaws. (a) By At the Effective Time, by virtue of the Merger, and without any further action on the part of the Company and Merger Sub, the certificate of incorporation of the Company shall be amended and restated as of the Effective Time so as to read in its entirety to read as set forth in Exhibit BB hereto, and and, as so amended and restated amended, shall be the certificate of incorporation of the Surviving Corporation following the Merger, until thereafter amended in accordance with its terms and as provided by applicable Law (subject to Section 5.6)Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Imago BioSciences, Inc.)
Certificate of Incorporation; Bylaws. (a) By At the Effective Time, and by virtue of the Merger, the certificate of incorporation of the Company Charter shall be amended and restated as of the Effective Time so as to read in its entirety as set forth in Exhibit BC hereto, and and, as so amended and restated restated, shall be the certificate of incorporation of the Surviving Corporation following the Merger, until thereafter amended in accordance with its terms and as provided by applicable Law (subject to Section 5.6)Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Foundation Building Materials, Inc.)
Certificate of Incorporation; Bylaws. (a) By virtue The Certificate of Merger will be in substantially the Merger, form agreed upon by the certificate of incorporation of the Company shall be amended parties hereto and restated as of may provide that at the Effective Time so as to read in its entirety as set forth in Exhibit B, and as so amended and restated shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation following the Merger, until be amended as therein provided and may thereafter be amended in accordance with its terms and as provided by applicable Law (subject to Section 5.6)law and such Certificate of Incorporation.
Appears in 1 contract
Certificate of Incorporation; Bylaws. (a) By virtue of At the MergerEffective Time, the certificate of incorporation of the Company Merger Sub shall be amended in the form attached hereto as Exhibit D-1 and restated as of the Effective Time so as to read in its entirety as set forth in Exhibit B, and as so amended and restated shall be the certificate of incorporation of the Surviving Corporation following the Merger, until thereafter amended in accordance with its terms and as provided by applicable Law (subject to Section 5.6)and the terms of such certificate of incorporation.
Appears in 1 contract
Certificate of Incorporation; Bylaws. (a) By virtue of At the MergerEffective Time, the certificate of incorporation of the Company Merger Sub shall be amended and restated as of the Effective Time so as to read in its entirety as set forth in Exhibit B, and as so amended and restated shall be become the certificate of incorporation of the Surviving Corporation following the Merger, until thereafter amended in accordance with its terms and as provided by applicable Law (subject to Section 5.6)Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sun Healthcare Group Inc)
Certificate of Incorporation; Bylaws. (a) By virtue of the Merger, the The restated and corrected certificate of incorporation of the Company shall be amended and restated Merger Sub, as of in effect immediately prior to the Effective Time so as to read in its entirety as set forth in Exhibit BTime, and as so amended and restated shall be the certificate of incorporation of the Surviving Corporation following the Merger, until thereafter amended in accordance with its terms and as provided by applicable Law (subject to Section 5.6)and such certificate of incorporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Texas Market Tire, Inc.)
Certificate of Incorporation; Bylaws. (a) By At the Effective Time, 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 Company Effective Time, except that all references therein to Merger Sub shall be amended and restated as of the Effective Time so as deemed to read in its entirety as set forth in Exhibit B, and as so amended and restated shall be the certificate of incorporation of references to the Surviving Corporation following the MergerCorporation, until thereafter amended in accordance with its terms and as provided therein or by applicable Law (subject to Section 5.6)Law.
Appears in 1 contract
