Common use of Certificate of Incorporation; Bylaws Clause in Contracts

Certificate of Incorporation; Bylaws. From and after the Effective Time and until further amended in accordance with applicable law, 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, as amended as set forth in an exhibit to the Certificate of Merger. 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 7 contracts

Sources: Merger Agreement (Adc Telecommunications Inc), Merger Agreement (Advanced Power Technology Inc), Merger Agreement (Microsemi Corp)

Certificate of Incorporation; Bylaws. From and after At the Effective Time and until further amended in accordance with applicable lawTime, (a) the Certificate of Incorporation of the CompanySurviving Corporation shall be amended in its entirety to contain the provisions set forth in the Certificate of Incorporation of Merger Sub and (b) the Bylaws of the Surviving Corporation shall be amended in their entirety to contain the provisions set forth in the Bylaws of Merger Sub, each as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation, as and in each case until thereafter changed or amended as set forth in an exhibit provided therein or pursuant to the Certificate of Merger. 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 Corporationapplicable Law.

Appears in 6 contracts

Sources: Merger Agreement (Zhone Technologies Inc), Merger Agreement (Zhone Technologies Inc), Merger Agreement (Pfsweb Inc)

Certificate of Incorporation; Bylaws. From and after Pursuant to the Merger: (a) the Company’s Certificate of Incorporation, as in effect immediately prior to the Effective Time and until further amended in accordance with applicable lawTime, will become the Certificate of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law, and (b) the Bylaws of the Company, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation, as amended as set forth in an exhibit to the Certificate of Merger. 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 will be the Bylaws of the Surviving CorporationCorporation until thereafter changed or amended as provided therein or by applicable Law.

Appears in 4 contracts

Sources: Agreement and Plan of Merger (CBD Energy LTD), Merger Agreement (CBD Energy LTD), Merger Agreement (CBD Energy LTD)

Certificate of Incorporation; Bylaws. From and after the Effective Time and until further amended in accordance with applicable law, the (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, as Corporation until thereafter amended as set forth in an exhibit to the provided by applicable law and such Certificate of Merger. From and after the Effective Time and until further amended in accordance with law, the Incorporation. (b) The Bylaws of Merger Sub the Company, as in effect immediately prior to the Effective Time Time, shall be the Bylaws of the Surviving CorporationCorporation until thereafter amended as provided by law, the Certificate of Incorporation of the Surviving Corporation and such Bylaws.

Appears in 4 contracts

Sources: Merger Agreement (Ud Delaware Corp), Merger Agreement (HSC Acquisition Corp), Merger Agreement (Hills Stores Co /De/)

Certificate of Incorporation; Bylaws. From and after Pursuant to the Effective Time and until further amended in accordance with applicable lawMerger, (a) the Certificate of Incorporation of the CompanyPurchaser, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation, as Corporation until thereafter changed or amended as set forth in an exhibit to the Certificate of Merger. From provided therein or by applicable Law, and after the Effective Time and until further amended in accordance with law, (b) the Bylaws of Merger Sub the Purchaser, as in effect immediately prior to the Effective Time Time, shall be the Bylaws of the Surviving CorporationCorporation until thereafter changed or amended as provided therein or by applicable Law.

Appears in 4 contracts

Sources: Merger Agreement (Mission Resources Corp), Merger Agreement (Patina Oil & Gas Corp), Merger Agreement (Petrohawk Energy Corp)

Certificate of Incorporation; Bylaws. From and after (a) At the Effective Time and until further amended in accordance with applicable lawTime, the Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be amended to read in its entirety as set forth in Exhibit C, and thereafter shall be the Certificate of Incorporation of the Surviving Corporation, as amended as set forth in an exhibit to the Certificate of Merger. From and after Corporation until thereafter amended. (b) At the Effective Time and until further amended in accordance with lawTime, 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.

Appears in 3 contracts

Sources: Merger Agreement (Eclipsys Corp), Merger Agreement (Neoforma Com Inc), Merger Agreement (Eclipsys Corp)

Certificate of Incorporation; Bylaws. From and after the Effective Time and until further amended in accordance with applicable law, the 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, as amended as set forth in an exhibit to the Certificate of Merger. From and after the Effective Time and Corporation until further thereafter changed or amended in accordance with law, the Bylaws provisions thereof and applicable Law. The bylaws of Merger Sub as in effect immediately prior to the Company at the Effective Time shall be the Bylaws bylaws of the Surviving CorporationCorporation until thereafter changed or amended in accordance with applicable Law.

Appears in 3 contracts

Sources: Agreement and Plan of Merger, Agreement and Plan of Merger (Google Inc.), Agreement and Plan of Merger (Google Inc.)

Certificate of Incorporation; Bylaws. From At and after the Effective Time and until further amended in accordance with applicable lawTime, the Certificate of Incorporation and By-Laws of the Company, Company as in effect immediately prior to the Effective Time, shall be adopted as the Certificate of Incorporation and By-Laws of the Surviving Corporation, as and shall thereafter continue in effect until amended as set forth in an exhibit to the Certificate of Merger. From provided therein 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 CorporationDGCL.

Appears in 2 contracts

Sources: Merger Agreement (NDC Automation Inc), Merger Agreement (Code Hennessy & Simmons Ii Lp)

Certificate of Incorporation; Bylaws. From and after At the Effective Time and until further amended in accordance with applicable lawTime, (i) 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, as amended as set forth in an exhibit to the Certificate of Merger. From and after the Effective Time and until further amended in accordance with law, (ii) the Bylaws of Merger Sub Sub, as in effect immediately prior to the Effective Time Time, shall be the Bylaws of the Surviving Corporation, in each case until duly amended in accordance with applicable law.

Appears in 2 contracts

Sources: Merger Agreement (Hanover Compressor Co /), Merger Agreement (Oec Compression Corp)

Certificate of Incorporation; Bylaws. From At the Effective Time, ------------------------------------ (a) the certificate of incorporation of Company as in effect at the Effective Time shall, from and after the Effective Time and Time, be the certificate of incorporation of the Surviving Corporation until further thereafter changed or amended in accordance with the provisions thereof and applicable law, law and (b) the Certificate bylaws of Incorporation of the Company, Purchaser as in effect immediately prior to at the Effective Time shall, from and after the Effective Time, shall be the Certificate of Incorporation bylaws of the Surviving Corporation, as amended as set forth in an exhibit to the Certificate of Merger. From and after the Effective Time and Corporation until further thereafter changed or amended in accordance with the provisions thereof and applicable 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 2 contracts

Sources: Merger Agreement (Interlink Computer Sciences Inc), Merger Agreement (Sterling Software Inc)

Certificate of Incorporation; Bylaws. From and after (a) At the Effective Time and until further amended in accordance with applicable lawTime, the Restated Certificate of Incorporation of the Company, as in effect on the date hereof (the "Company Certificate"), shall be the certificate of incorporation of the Surviving Corporation, until thereafter changed or amended as provided therein or by applicable Law. (b) At the Effective Time, the Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation Bylaws of the Surviving Corporation, as until thereafter changed or amended as set forth in an exhibit to the Certificate of Merger. 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 Corporationprovided therein or by applicable Law.

Appears in 2 contracts

Sources: Merger Agreement (Variagenics Inc), Merger Agreement (Hyseq Inc)

Certificate of Incorporation; Bylaws. From and after (a) At the Effective Time and until further amended in accordance with applicable lawTime, the Certificate certificate of Incorporation incorporation of the Company, as in effect immediately prior to the Effective Time, shall be the Certificate certificate of Incorporation incorporation of the Surviving Corporation, as until thereafter amended as set forth in an exhibit to the Certificate provided by law and such certificate of Merger. From and after incorporation. (b) At the Effective Time and until further amended in accordance with lawTime, the Bylaws bylaws of Merger Sub Sub, as in effect immediately prior to the Effective Time Time, shall be the Bylaws bylaws of the Surviving CorporationCorporation until thereafter amended as provided by law, the certificate of incorporation of the Surviving Corporation and such bylaws, as applicable.

Appears in 2 contracts

Sources: Business Combination Agreement (Tailwind Acquisition Corp.), Business Combination Agreement (Tailwind Acquisition Corp.)

Certificate of Incorporation; Bylaws. From and after the Effective Time and until further amended in accordance with applicable law, the Certificate of Incorporation of the Company, as in effect immediately prior to At the Effective Time, shall be the Company Certificate of Incorporation of and the Surviving Corporation, as amended as set forth in an exhibit to the Certificate of Merger. From and after the Effective Time and until further amended in accordance with law, the Company Bylaws of Merger Sub as in effect immediately prior to the Effective Time shall continue to be the Certificate of Incorporation and Bylaws of the Surviving Corporation, until thereafter amended in accordance with their respective terms and applicable Law.

Appears in 2 contracts

Sources: Merger Agreement (Psychiatric Solutions Inc), Merger Agreement (Horizon Health Corp /De/)

Certificate of Incorporation; Bylaws. From and after the Effective Time and until further amended in accordance with applicable law, the Certificate of Incorporation of the Company, as in effect immediately prior to At the Effective Time, shall be (a) the Certificate certificate of Incorporation of the Surviving Corporation, as amended as set forth in an exhibit to the Certificate of Merger. From and after the Effective Time and until further amended in accordance with law, 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 in accordance with the terms thereof or as provided by applicable Law, and (b) 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 in accordance with the terms thereof, the certificate of incorporation of the Surviving Corporation or as provided by applicable Law.

Appears in 2 contracts

Sources: Merger Agreement (Argo Blockchain PLC), Merger Agreement (Argo Blockchain PLC)

Certificate of Incorporation; Bylaws. From and after At the Effective Time, the Company’s Certificate of Incorporation in effect immediately prior to the Effective Time and until further shall be amended in accordance with applicable lawits entirety as set forth in the Certificate of Merger, and as so amended shall be the Certificate of Incorporation of the CompanySurviving Corporation, until duly amended in accordance with applicable Law. 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 duly amended in accordance with applicable Law, the Certificate of Incorporation of the Surviving Corporation, as amended as set forth in an exhibit to the Certificate of Merger. From Corporation 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 Corporationsuch Bylaws.

Appears in 2 contracts

Sources: Merger Agreement (Angiotech Pharmaceuticals Inc), Agreement and Plan of Merger (Angiotech Pharmaceuticals Inc)

Certificate of Incorporation; Bylaws. From and after (a) At the Effective Time and until further amended in accordance with applicable lawTime, 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, as Corporation until thereafter amended as set forth in an exhibit to the provided by law and such Certificate of Merger. From and after Incorporation. (b) At the Effective Time and until further amended in accordance with lawTime, the Bylaws of Merger Sub the Company as in effect immediately prior to the Effective Time Time, shall be the Bylaws of the Surviving CorporationCorporation until thereafter amended as provided by law, the Certificate of Incorporation of the Company and such Bylaws.

Appears in 2 contracts

Sources: Merger Agreement (Memc Electronic Materials Inc), Merger Agreement (Memc Electronic Materials Inc)

Certificate of Incorporation; Bylaws. From and after the Effective Time and until further amended in accordance with applicable law, the Certificate of Incorporation of the Company, Merger Subsidiary as in effect immediately prior to the Effective Time, Time shall be the Certificate of Incorporation of the Surviving Corporation, as amended as set forth in an exhibit to the Certificate of Merger. From and after the Effective Time and until further amended in accordance with law, the Bylaws of Merger Sub Subsidiary as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation.

Appears in 1 contract

Sources: Merger Agreement (Pivotal Corp)

Certificate of Incorporation; Bylaws. From and after i) Pursuant to the Effective Time and until further amended in accordance with applicable lawMerger, the Certificate of Incorporation of the Company, as Company shall be amended and restated immediately after the Effective Time to be in the form of the Certificate of Incorporation of Merger Sub in effect immediately prior to the Effective TimeTime and, as so amended, such Certificate of Incorporation shall be the Certificate of Incorporation of the Surviving Corporation, as amended as set forth in an exhibit to the Certificate of Merger. From and after the Effective Time and Corporation until further thereafter amended in accordance with lawits terms and as provided by Law, except that the Bylaws of Merger Sub as in effect immediately prior to the Effective Time shall be the Bylaws name of the Surviving Corporation.Corporation shall be ▇▇▇▇▇▇ ▇▇▇▇▇▇, Inc.

Appears in 1 contract

Sources: Merger Agreement (Gilman Ciocia, Inc.)

Certificate of Incorporation; Bylaws. From and after At the Effective Time and until further amended in accordance with applicable lawTime, (i) 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, as amended as set forth in an exhibit to and (ii) the Certificate of Merger. From and after the Effective Time and until further amended in accordance with law, the Bylaws ByLaws of Merger Sub Sub, as in effect immediately prior to the Effective Time Time, shall be the Bylaws By-Laws of the Surviving Corporation, in each case until duly amended in accordance with applicable law.

Appears in 1 contract

Sources: Merger Agreement (Red Lion California LTD Partnership)

Certificate of Incorporation; Bylaws. From and after At the Effective Time and Time, the Certificate of Incorporation of the Company as in effect at the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until further thereafter amended in accordance with applicable law. At the Effective Time, the Certificate of Incorporation Bylaws of the Company, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation Bylaws of the Surviving Corporation, as amended as set forth in an exhibit to the Certificate of Merger. From and after the Effective Time and Corporation until further thereafter amended in accordance with applicable 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

Sources: Merger Agreement (Tickets Com Inc)

Certificate of Incorporation; Bylaws. From and after At the Effective Time and until further amended in accordance with applicable lawTime, the certificate of incorporation of the Company (the “Certificate of Incorporation Incorporation”), as in effect immediately prior to the Effective Time, shall be, upon effectiveness of the Merger, the certificate of incorporation of the Surviving Corporation until thereafter amended as provided by applicable law and by the terms of such Certificate of Incorporation. The by-laws of the Company, as in effect immediately prior to the Effective TimeTime (the “By-Laws”), shall be be, upon effectiveness of the Certificate of Incorporation Merger, the by-laws of the Surviving Corporation, as Corporation until thereafter amended as set forth in an exhibit to the Certificate of Merger. From and after the Effective Time and until further amended in accordance with provided by applicable 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

Sources: Merger Agreement (New World Brands Inc)

Certificate of Incorporation; Bylaws. From and after (a) At the Effective Time and until further amended in accordance with applicable lawTime, the Certificate certificate of Incorporation incorporation of the Company, as in effect immediately prior to the Effective Time, shall be the Certificate certificate of Incorporation incorporation of the Surviving Corporation, as Corporation until thereafter amended as set forth in an exhibit to the Certificate provided by law. Table of Merger. From and after Contents (b) At the Effective Time and until further amended in accordance with lawTime, the Bylaws bylaws of Merger Sub Sub, as in effect immediately prior to the Effective Time Time, shall be the Bylaws bylaws of the Surviving CorporationCorporation until thereafter amended as provided by law.

Appears in 1 contract

Sources: Merger Agreement (McLaren Performance Technologies Inc)

Certificate of Incorporation; Bylaws. From and after the Effective Time and until further amended in accordance with applicable law, the Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, Acquisition shall be remain the Certificate of Incorporation of the Surviving Corporation, as amended as set forth in an exhibit to the Certificate of Merger. From and after the Effective Time and until further amended in accordance with applicable law, the Bylaws of Merger Sub Acquisition as in effect immediately prior to the Effective Time shall be remain the Bylaws of the Surviving Corporation.

Appears in 1 contract

Sources: Merger Agreement (Jmar Technologies Inc)

Certificate of Incorporation; Bylaws. From and after the Effective Time and until further amended in accordance with applicable law, the Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, Surviving Corporation shall be the Certificate of Incorporation of the Surviving CorporationCompany, as amended as set forth to be in an exhibit to substantially the form provided in the Certificate of Merger. From and after the Effective Time and until further amended in accordance with law, the Bylaws By‑laws of Merger Sub the Company as in effect immediately prior to the Effective Time shall be the Bylaws By‑laws of the Surviving Corporation.

Appears in 1 contract

Sources: Merger Agreement (Kingsway Financial Services Inc)

Certificate of Incorporation; Bylaws. From and after the Effective Time and until further amended in accordance with applicable law, 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, as amended as set forth in an exhibit to the Certificate of MergerMerger 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

Sources: Agreement and Plan of Merger (Unitedhealth Group Inc)

Certificate of Incorporation; Bylaws. From and after the Effective Time and until further amended in accordance with applicable law, 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, as amended as set forth in an exhibit to the Certificate of Merger. From and after the Effective Time and until further amended in accordance with law, the Bylaws bylaws of Merger Sub shall be the bylaws of the Surviving Corporation as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving CorporationTime.

Appears in 1 contract

Sources: Merger Agreement (Adc Telecommunications Inc)

Certificate of Incorporation; Bylaws. From and after the Effective Time and until further amended in accordance with applicable law, 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, as amended as set forth in an exhibit to the Certificate of Merger. From and after the Effective Time and until further amended in accordance with law, the Bylaws of Merger Sub the Company as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation.

Appears in 1 contract

Sources: Merger Agreement (Trimedia Entertainment Group Inc)