Certificate of Incorporation; Bylaws. (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 applicable law and such Certificate of Incorporation.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Imo Industries Inc), Agreement and Plan of Merger (Ud Delaware Corp), Agreement and Plan of Merger (HSC Acquisition Corp)
Certificate of Incorporation; Bylaws. (a) The Certificate certificate of Incorporation incorporation of the Company, Company as in effect immediately prior to the Effective TimeTime shall be amended in its entirety in the Merger to read as set forth in Exhibit A hereto, and as so amended, shall be the Certificate certificate of Incorporation incorporation of the Surviving Corporation until thereafter amended as provided by in accordance with applicable law and such Certificate of IncorporationLaw.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Pinnacle Gas Resources, Inc.), Agreement and Plan of Merger (Merrimac Industries Inc), Agreement and Plan of Merger (Crane Co /De/)
Certificate of Incorporation; Bylaws. (a) The 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 in accordance with the provisions thereof and as provided by applicable law and such Certificate of IncorporationLaw.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Ameron International Corp), Agreement and Plan of Merger (Synagro Technologies Inc), Agreement and Plan of Merger (Extended Stay America Inc)
Certificate of Incorporation; Bylaws. (a) The At 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 applicable law and such Certificate of IncorporationIncorporation of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Multi Link Telecommunications Inc), Agreement and Plan of Merger (Applied Spectrum Technologies Inc), Agreement and Plan of Merger (Qorus Com Inc)
Certificate of Incorporation; Bylaws. (a) 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 applicable law and such Certificate of Incorporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Shopko Stores Inc), Agreement and Plan of Merger (Pamida Holdings Corp/De/), Agreement and Plan of Merger (Citigroup Inc)
Certificate of Incorporation; Bylaws. (a) The Certificate At the Effective Time, 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 Corporation, until thereafter amended as provided by applicable law and such Certificate certificate of Incorporationincorporation.
Appears in 3 contracts
Samples: Business Combination Agreement (Kensington Capital Acquisition Corp.), Business Combination Agreement (Tailwind Acquisition Corp.), Business Combination Agreement (Tailwind Acquisition Corp.)
Certificate of Incorporation; Bylaws. (a) The Certificate of Incorporation of the Company, as in effect immediately prior to At the Effective Time, the certificate of incorporation of the Company shall be become the Certificate certificate of Incorporation incorporation of the Surviving Corporation until thereafter amended in accordance with their terms and as provided by applicable law and such Certificate of Incorporationlaw.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Selway Capital Acquisition Corp.), Merger Agreement (Hudson Capital Inc.), Merger Agreement (E-Compass Acquisition Corp.)
Certificate of Incorporation; Bylaws. (a) The At the Effective Time, the Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be continue as the Certificate of Incorporation of as amended in its entirety as set forth as an exhibit to the Surviving Corporation until thereafter amended as provided by applicable law and such First Certificate of IncorporationMerger.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Saba Software Inc), Agreement and Plan of Reorganization (Centra Software Inc)
Certificate of Incorporation; Bylaws. (a) 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 changed or amended as provided therein or by applicable law and such Certificate of Incorporationlaw.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (International Dairy Queen Inc), Agreement and Plan of Merger (Berkshire Hathaway Inc /De/)
Certificate of Incorporation; Bylaws. (a) The Unless otherwise determined by Parent prior to the Effective Time, 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 applicable law and such Certificate of Incorporation.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Storage Computer Corp), Agreement and Plan of Reorganization (Network Associates Inc)
Certificate of Incorporation; Bylaws. (a) 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 Corporation, until thereafter duly amended as provided therein or by applicable law and such Certificate of IncorporationLaw (subject to Section 7.7).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Peregrine Semiconductor Corp), Agreement and Plan of Merger (Peregrine Semiconductor Corp)
Certificate of Incorporation; Bylaws. (a) The At the Effective Time, the Restated Certificate of Incorporation of the Company, as in effect immediately prior to on the Effective Timedate hereof (the "Company Certificate"), shall be the Certificate certificate of Incorporation incorporation of the Surviving Corporation Corporation, until thereafter changed or amended as provided therein or by applicable law and such Certificate of IncorporationLaw.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Variagenics Inc), Agreement and Plan of Merger (Hyseq Inc)
Certificate of Incorporation; Bylaws. (a) The Certificate of Incorporation of the Company, as in effect immediately prior to At the Effective Time, the certificate of incorporation of the Company shall be become the Certificate certificate of Incorporation incorporation of the Surviving Corporation until thereafter amended in accordance with their terms and as provided by applicable law and such Certificate of IncorporationLaw.
Appears in 2 contracts
Samples: Merger Agreement (Vincera Pharma, Inc.), Merger Agreement (LifeSci Acquisition Corp.)
Certificate of Incorporation; Bylaws. (a) The 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 applicable law and such Certificate of Incorporationlaw.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (K2 Digital Inc), Agreement and Plan of Merger (Copper Valley Minerals LTD)
Certificate of Incorporation; Bylaws. (a) The 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 applicable law and such Certificate of Incorporation.
Appears in 2 contracts
Samples: Form of Agreement and Plan of Merger (Memc Electronic Materials Inc), Agreement and Plan of Merger (Memc Electronic Materials Inc)
Certificate of Incorporation; Bylaws. (a) The Certificate of Incorporation of the Company, as in effect immediately prior to Company at the Effective Time, Time shall be the Certificate of 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 Law. The bylaws of Incorporationthe Company at the Effective Time shall be the bylaws of the Surviving Corporation until thereafter changed or amended in accordance with applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Google Inc.), Agreement and Plan of Merger (Google Inc.)
Certificate of Incorporation; Bylaws. (a) The Certificate At the Effective Time, the certificate of Incorporation incorporation of the Surviving Corporation (the “Charter”) shall be the certificate of incorporation of the Company, as amended and restated to read in effect immediately prior to the Effective Timeits entirety as set forth in Exhibit A, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided therein or by applicable law and such Certificate of IncorporationLaw.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Waste Management Inc), Agreement and Plan of Merger (Advanced Disposal Services, Inc.)
Certificate of Incorporation; Bylaws. (a) The Certificate certificate of Incorporation incorporation of the Company, Acquiror Sub as in effect immediately prior to the Effective Time, Time shall be the Certificate certificate of Incorporation incorporation of the Surviving Corporation Corporation, except that the corporate name of the Company shall become the corporate name of the Surviving Corporation, until thereafter changed or amended as provided therein or by applicable law and such Certificate of IncorporationLaw.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Quovadx Inc), Agreement and Plan of Merger (Quovadx Inc)
Certificate of Incorporation; Bylaws. (a) The At the Effective Time, the Amended and 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 applicable law and such Certificate of Incorporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Heller Financial Inc), Agreement and Plan of Merger (General Electric Capital Corp)
Certificate of Incorporation; Bylaws. (a) The Certificate certificate of Incorporation incorporation of the Company, as in effect immediately prior to the Effective Time, shall be amended in its entirety at the Certificate Effective Time to read in the form attached as Exhibit A hereto, and as so amended, shall be the certificate of Incorporation incorporation of the Surviving Corporation until thereafter amended as provided by applicable law Law and such Certificate certificate of Incorporationincorporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (CCC Information Services Group Inc)
Certificate of Incorporation; Bylaws. (a) The Certificate form of Incorporation certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, shall be the Certificate form of Incorporation certificate of incorporation of the Surviving Corporation until thereafter amended as provided by applicable law Law and such Certificate certificate of Incorporationincorporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (American Tire Distributors Holdings, Inc.)
Certificate of Incorporation; Bylaws. (a) The Certificate At the Effective Time, 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 in accordance with the provisions thereof and as provided by applicable law and such Certificate of IncorporationLaw.
Appears in 1 contract
Certificate of Incorporation; Bylaws. (a) The 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 applicable law and such Certificate of IncorporationCorporation.
Appears in 1 contract
Samples: Employment Agreement (Nematron Corp)
Certificate of Incorporation; Bylaws. (a) The At 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 applicable law and such Certificate of IncorporationIncorporation of the Surviving Corporation.
Appears in 1 contract
Certificate of Incorporation; Bylaws. (a) The Certificate certificate of Incorporation incorporation and bylaws of the Company, as in effect immediately prior to the Effective Time, shall be the Certificate certificate of Incorporation incorporation and bylaws of the Surviving Corporation and thereafter shall continue to be its certificate of incorporation and bylaws until thereafter amended as provided by applicable law therein and such Certificate of Incorporationunder the Code.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Group 1 Automotive Inc)
Certificate of Incorporation; Bylaws. (a) The Certificate of Incorporation of the Company, as in effect immediately prior to From and after the Effective Time, (i) the certificate of incorporation of the Company shall be the Certificate certificate of Incorporation incorporation of the Surviving Corporation until thereafter changed or amended as provided by applicable law in accordance with the provisions thereof and such Certificate Applicable Law and (ii) the bylaws 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 1 contract
Samples: Agreement and Plan of Merger (Oao Technology Solutions Inc)
Certificate of Incorporation; Bylaws. (a) The From and after the Effective Time, the Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, ACT-Delaware shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by applicable law and such Certificate of IncorporationCorporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Advanced Cell Technology, Inc.)
Certificate of Incorporation; Bylaws. (a) The Certificate of Incorporation and the Bylaws of the Company, 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 in accordance with their respective terms and as provided by applicable law and such Certificate of IncorporationLaw.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Gibraltar Industries, Inc.)
Certificate of Incorporation; Bylaws. (a) The Certificate of Incorporation of the CompanyAcquiring Corporation, as in effect immediately prior to the Effective TimeDate, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by applicable law and such Certificate of Incorporationamended.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Americom Usa Inc)
Certificate of Incorporation; Bylaws. (a) The At the Effective Time, the Certificate of Incorporation of the Company, as in effect immediately prior to the Effective TimeMerger Sub, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by applicable law and such Certificate of IncorporationCorporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Aduddell Industries Inc)
Certificate of Incorporation; Bylaws. (a) The Certificate of Incorporation of the Company, as in effect immediately prior to At the Effective Time, the Surviving Corporation Certificate of Incorporation, shall be the Certificate certificate of Incorporation incorporation of the Surviving Corporation until thereafter amended as provided by applicable law the DGCL and such the Surviving Corporation Certificate of Incorporation.
Appears in 1 contract
Samples: Business Combination Agreement (TPG Pace Solutions Corp.)
Certificate of Incorporation; Bylaws. (a) The 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 certificate of Incorporation incorporation of the Surviving Corporation Company, until thereafter amended as provided by applicable law and such Certificate certificate of Incorporationincorporation.
Appears in 1 contract
Samples: Business Combination Agreement (Fintech Ecosystem Development Corp.)
Certificate of Incorporation; Bylaws. (a) The Certificate of Incorporation of the Company, as Active in effect immediately prior to the Effective Time, Time of the Merger shall be the Certificate of Incorporation of the Surviving Corporation unless and until thereafter amended as provided by applicable law and by such Certificate of Incorporation.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Active Software Inc)
Certificate of Incorporation; Bylaws. (a) The From and after the Effective Time, the Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, ACT-DELAWARE shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by applicable law and such Certificate of IncorporationCorporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Advanced Cell Technology, Inc.)
Certificate of Incorporation; Bylaws. (a) The Certificate of Incorporation of the CompanyMarquee, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation Corporation, until thereafter amended as provided therein or by applicable law and such Certificate of Incorporationlaw.
Appears in 1 contract
Samples: Agreement and Plan of Merger (SFX Entertainment Inc)
Certificate of Incorporation; Bylaws. (a) The Certificate At the Effective Time, the certificate of Incorporation incorporation of the CompanySurviving Corporation, as in effect immediately prior to the Effective TimeTime (the "Certificate of Incorporation"), shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by applicable law the DGCL, the Bylaws and such the Certificate of Incorporation.
Appears in 1 contract
Certificate of Incorporation; Bylaws. (a) The Certificate of Incorporation of Acquiring Corporation, as in effect immediately prior to the CompanyEffective Date, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended. (b) The Bylaws of Acquiring Corporation, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation Bylaws of the Surviving Corporation until thereafter amended as provided by applicable law and such Certificate of Incorporation.amended. 1.5
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Americom Usa Inc)
Certificate of Incorporation; Bylaws. (a) The At the Effective Time, the Certificate of Incorporation of the CompanyBuyer, 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 applicable law and such Certificate of Incorporationlaw.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Eb2b Commerce Inc /Ny/)
Certificate of Incorporation; Bylaws. (a) The Certificate At the Effective Time, 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. Thereafter, the certificate of incorporation of the Surviving Corporation until thereafter may be amended in accordance with its terms and as provided by applicable law and such Certificate of IncorporationLaw.
Appears in 1 contract
Certificate of Incorporation; Bylaws. (a) The At the Effective Time, the Certificate of Incorporation of the CompanyHolding, as in effect immediately prior to the Effective Time, shall be become the Certificate of Incorporation of the Surviving Corporation Company until thereafter amended as provided by applicable law and such Certificate of Incorporationamended.
Appears in 1 contract
Certificate of Incorporation; Bylaws. (a) The Certificate At the Effective Time, 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 by applicable law and such Certificate law. Table of Incorporation.Contents
Appears in 1 contract
Samples: Agreement and Plan of Merger (McLaren Performance Technologies Inc)
Certificate of Incorporation; Bylaws. (a) The Certificate of Incorporation of the Company, as in effect immediately prior to Immediately upon the Effective Time, the certificate of incorporation of the Surviving Corporation shall be as set forth in Exhibit A of the Certificate of Merger, and such certificate of incorporation shall be the Certificate certificate of Incorporation incorporation of the Surviving Corporation until thereafter amended as provided by applicable law Law and such Certificate certificate of Incorporationincorporation.
Appears in 1 contract
Certificate of Incorporation; Bylaws. (a) The Certificate of Incorporation of the Company, as in effect immediately prior to At the Effective Time, shall be the Certificate of Incorporation of the Company shall be the certificate of incorporation of the Surviving Corporation until thereafter amended as provided by applicable law Corporation, and such Certificate the bylaws of Incorporation.the Company shall be the bylaws set forth on Exhibit A.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Mateon Therapeutics Inc)
Certificate of Incorporation; Bylaws. (a) The Certificate of Incorporation and Bylaws of the CompanyTransDigm, as in effect immediately prior to before the Effective Time, shall be the Certificate of Incorporation and Bylaws of the Surviving Corporation Entity until thereafter amended as provided by applicable law and such Certificate of IncorporationIncorporation and Bylaws.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Marathon Power Technologies Co)
Certificate of Incorporation; Bylaws. (a) The Certificate of Incorporation of the CompanyMerger Sub, 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 applicable law and such Certificate of Incorporation.
Appears in 1 contract
Samples: Merger Agreement and Plan of Reorganization (Surge Components Inc)
Certificate of Incorporation; Bylaws. (a) The At the Effective Time, the Certificate of Incorporation of the Company, as in effect immediately prior to the Effective TimeTime (the “Certificate of Incorporation”), shall be the Certificate certificate of Incorporation incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and as provided by applicable law and such Certificate of IncorporationLaw.
Appears in 1 contract
