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. (b) The Bylaws of the Company, 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.
Appears in 3 contracts
Sources: Merger Agreement (Shopko Stores Inc), Merger Agreement (Citigroup Inc), Merger Agreement (Pamida Holdings Corp/De/)
Certificate of Incorporation; Bylaws. (a) The Restated 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.
(b) The Bylaws of the Company, as in effect immediately prior to the Effective Time, Company 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 BylawsCorporation.
Appears in 3 contracts
Sources: Merger Agreement (Multi Link Telecommunications Inc), Merger Agreement (Qorus Com Inc), Merger Agreement (Applied Spectrum Technologies Inc)
Certificate of Incorporation; Bylaws. (a) The Restated At the Effective Time, the Certificate of Incorporation and the Bylaws of the CompanySurviving Corporation shall be amended in their entirety to contain the provisions set forth in the Certificate of Incorporation and the Bylaws of the Purchaser, each 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.
(b) The Bylaws of the Company, 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.
Appears in 3 contracts
Sources: Merger Agreement (Xyratex LTD), Merger Agreement (Nstor Technologies Inc), Merger Agreement (Xyratex LTD)
Certificate of Incorporation; Bylaws. (a) The Restated 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.
(b) The Bylaws of the CompanyAcquiring Corporation, 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 Bylawsamended.
Appears in 2 contracts
Sources: Agreement and Plan of Reorganization (Americom Usa Inc), Agreement and Plan of Reorganization (Americom Usa Inc)
Certificate of Incorporation; Bylaws. (a) The Restated At the Effective Time, the Company Certificate of Incorporation of and the Company, Company Bylaws as in effect immediately prior to the Effective TimeTime shall be amended so as to read in the forms of Exhibits A and B hereto, respectively, and, as so amended, shall be the Certificate certificate of Incorporation incorporation and bylaws of the Surviving Corporation until thereafter amended as provided by applicable law and such Certificate of IncorporationCorporation.
(b) The Bylaws of the Company, 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.
Appears in 2 contracts
Sources: Merger Agreement (Boeing Co), Merger Agreement (Aviall Inc)
Certificate of Incorporation; Bylaws. (a) The Restated Certificate of Incorporation of the Company, as in effect immediately prior to At 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.
(b) The Bylaws of the Company, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter shall be amended in their entirety to read as provided by law, the Certificate of Incorporation of the Surviving Corporation set forth in Exhibits A and such BylawsB hereto.
Appears in 2 contracts
Sources: Merger Agreement (Innoveda Inc), Merger Agreement (Mentor Graphics Corp)
Certificate of Incorporation; Bylaws. (a) The Restated Certificate of Incorporation of the Company, as in effect immediately prior to At 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.
(b) The Bylaws of the Company, 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.shall be amended to read in its entirety the same as the certificate of incorporation of Purchaser in effect immediately
Appears in 2 contracts
Sources: Merger Agreement (Eig Acquisition Corp), Merger Agreement (Elite Information Group Inc)
Certificate of Incorporation; Bylaws. (a) The Restated At the Effective Time, the Certificate of Incorporation and Bylaws of the Company, Company as in effect immediately prior to the Effective TimeTime shall be amended so as to read in the forms of Exhibits B and C hereto, respectively, and, as so amended, shall be become the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by applicable law and such Certificate of Incorporation.
(b) The Bylaws of the Company, 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 BylawsCorporation.
Appears in 2 contracts
Sources: Merger Agreement (Primedex Health Systems Inc), Merger Agreement (Radiologix Inc)
Certificate of Incorporation; Bylaws. (a) The Restated 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.
(b) The Bylaws of the Company, Company as in effect immediately prior to at the Effective Time, Time shall be the Bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law, the Certificate of Incorporation of the Surviving Corporation and such Bylaws.
Appears in 2 contracts
Sources: Merger Agreement (Berkshire Hathaway Inc /De/), Merger Agreement (International Dairy Queen Inc)
Certificate of Incorporation; Bylaws. (a) The Restated At the Effective Time, the Certificate of Incorporation and the Bylaws of the Company, Surviving Corporation shall be the Certificate of Incorporation and Bylaws of Merger Sub as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation in each case until thereafter duly amended as provided by in accordance with applicable law and such Certificate of Incorporationlaw.
(b) The Bylaws of the Company, 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.
Appears in 2 contracts
Sources: Merger Agreement (Brown & Brown Inc), Merger Agreement (Brown & Brown Inc)
Certificate of Incorporation; Bylaws. (a) The Restated At the Effective Time, the Certificate of Incorporation and the Bylaws of the CompanySurviving Corporation shall be amended in their entirety to contain the provisions set forth in the Certificate of Incorporation and the Bylaws of Merger Sub, each as in effect immediately prior to the Effective Time, shall as the same may be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by applicable law and such Certificate of Incorporationin accordance with Section 5.14.1 hereof.
(b) The Bylaws of the Company, 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.
Appears in 2 contracts
Sources: Merger Agreement (DG FastChannel, Inc), Merger Agreement (Enliven Marketing Technologies Corp)
Certificate of Incorporation; Bylaws. (a) The Restated Certificate of Incorporation of the Company, as in effect immediately prior to At 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.
(b) The Bylaws of the Company, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter will be amended as provided by law, and restated in their entirety to be identical to the Certificate of Incorporation and Bylaws of the Surviving Corporation and such BylawsAcquisition Corporation.
Appears in 2 contracts
Sources: Merger Agreement, Merger Agreement (Verisk Analytics, Inc.)
Certificate of Incorporation; Bylaws. (a) The Restated 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 Incorporation.
(b) The Bylaws of the Company, 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.
Appears in 1 contract
Certificate of Incorporation; Bylaws. (a) The Restated Certificate of Incorporation and the Bylaws 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.
(b) The Bylaws of the Company, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter amended in accordance with their respective terms and as provided by law, the Certificate of Incorporation of the Surviving Corporation and such Bylawsapplicable Law.
Appears in 1 contract
Certificate of Incorporation; Bylaws. (a) The Restated At the Effective Time, the Certificate of Incorporation and the Bylaws of the Company, Surviving Corporation as in effect immediately prior to the Effective Time, Time shall be amended so as to read in the Certificate forms of Incorporation of the Surviving Corporation until thereafter amended as provided by applicable law Exhibits A and such Certificate of IncorporationB, respectively.
(b) The Bylaws of the Company, 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.
Appears in 1 contract
Sources: Merger Agreement (Clubcorp Inc)
Certificate of Incorporation; Bylaws. (a) The Restated At the Effective Time, the Certificate of Incorporation and the By-Laws of the CompanyMerger Sub, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation and the By-Laws of the Surviving Corporation thereafter, unless and until thereafter amended as provided by applicable law in accordance with their terms and such Certificate of Incorporation.
(b) The Bylaws of the Company, 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.
Appears in 1 contract
Sources: Merger Agreement (Ivax Corp /De)
Certificate of Incorporation; Bylaws. (a) The Restated At the Effective Time, the Certificate of Incorporation and the Bylaws of the CompanySurviving Corporation shall be amended in their entirety to contain the provisions set forth in the Certificate of Incorporation and 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 until thereafter amended as provided by applicable law and such Certificate of Incorporation.
(b) The Bylaws of the Company, 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.
Appears in 1 contract
Sources: Merger Agreement (Tegal Corp /De/)
Certificate of Incorporation; Bylaws. (a) The Restated 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.
(b) The From and after the Effective Time, the Bylaws of the Company, ACT-DELAWARE as in effect immediately prior to the Effective Time, 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 BylawsCorporation.
Appears in 1 contract
Certificate of Incorporation; Bylaws. (a) The Restated Certificate At the Effective Time, the certificate of Incorporation incorporation and the bylaws of the Company▇▇▇▇▇▇, as in effect immediately prior to the Effective Time, but as amended pursuant to Section 1.12, shall be become the Certificate certificate of Incorporation incorporation and bylaws of the Surviving Corporation until thereafter amended as provided by applicable law and such Certificate of IncorporationCorporation.
(b) The Bylaws of the Company, 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.
Appears in 1 contract
Certificate of Incorporation; Bylaws. (a) The Restated 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.
(b) The Bylaws of the Surviving Corporation shall be the same as the Bylaws of the Company, 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.
Appears in 1 contract
Sources: Merger Agreement (Nematron Corp)
Certificate of Incorporation; Bylaws. (a) The Restated Certificate of Incorporation of the Company, as in effect immediately prior to At 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.
(b) The Bylaws of the Company, 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 Company shall be the certificate of incorporation of the Surviving Corporation Corporation, and such Bylaws.the bylaws of the Company shall be the bylaws set forth on Exhibit A.
Appears in 1 contract
Certificate of Incorporation; Bylaws. (a) The Restated 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.
(b) The Bylaws of the Company, as Active in effect immediately prior to the Effective Time, Time of the Merger shall be the Bylaws of the Surviving Corporation unless and until thereafter amended or repealed as provided by applicable law, the Certificate of Incorporation of the Surviving Corporation and such Bylaws.
Appears in 1 contract
Certificate of Incorporation; Bylaws. (a) The Restated At the Effective Time, the Certificate of Incorporation and the Bylaws of the Company, Company as in effect immediately prior to the Effective Time, shall be Time will become the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by applicable law and such Certificate of Incorporation.
(b) The Bylaws of the Company, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation Corporation, each until thereafter amended as provided by in accordance with applicable law, the Certificate of Incorporation of the Surviving Corporation and such Bylaws.
Appears in 1 contract
Sources: Merger Agreement (Avi Biopharma Inc)
Certificate of Incorporation; Bylaws. (a) The Restated At the Effective Time, the ------------------------------------ Certificate of Incorporation and Bylaws 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.
(b) The Bylaws of the Company, 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 BylawsCorporation.
Appears in 1 contract
Certificate of Incorporation; Bylaws. (a) The Restated 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 of Incorporation.
Applicable Law and (bii) The Bylaws the bylaws of the Company, as in effect immediately prior to the Effective Time, Company shall be the Bylaws bylaws of the Surviving Corporation until thereafter changed or amended as provided by law, in accordance with the Certificate of Incorporation of the Surviving Corporation provisions thereof and such BylawsApplicable Law.
Appears in 1 contract