Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate of Incorporation of the Company shall be amended and restated in its entirety in the form attached hereto as Exhibit C, and such Certificate of Incorporation, as so amended and restated, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by the NYBCL and such Certificate of Incorporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Wellcare Management Group Inc), Agreement and Plan of Merger (Wellcare Group Inc), Agreement and Plan of Merger (Wellcare Management Group Inc)
Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate certificate of Incorporation incorporation of the Company shall be amended and restated so as to read in its entirety in the form attached hereto as is set forth on Exhibit CB hereto, and such Certificate of Incorporationand, as so amended and restatedamended, shall be the Certificate certificate of Incorporation incorporation of the Surviving Corporation until thereafter amended in accordance with its terms and as provided by the NYBCL and such Certificate of Incorporationapplicable Law.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Sprint Nextel Corp), Agreement and Plan of Merger (Virgin Mobile USA, Inc.), Agreement and Plan of Merger (Sprint Nextel Corp)
Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate certificate of Incorporation incorporation of the Company shall be amended and restated in its entirety to read in the form attached hereto as Exhibit C, and such Certificate of IncorporationA and, as so amended and restatedamended, shall be the Certificate certificate of Incorporation incorporation of the Surviving Corporation until thereafter amended as provided by the NYBCL in accordance with its terms and such Certificate of Incorporationapplicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Meade Instruments Corp), Agreement and Plan of Merger (Meade Instruments Corp)
Certificate of Incorporation; Bylaws. (a) At the Effective Time, the The Certificate of Incorporation of the Company shall be amended and restated at the Effective Time as set forth in its entirety in the form attached Exhibit A hereto as Exhibit C, and such Certificate of Incorporationand, as so amended and restatedamended, shall be the Certificate certificate of Incorporation incorporation of the Surviving Corporation until amended thereafter amended as provided by the NYBCL and such Certificate of Incorporationin accordance with Applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lone Star Technologies Inc), Agreement and Plan of Merger (United States Steel Corp)
Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate of Incorporation of the Company as the Surviving Corporation shall be amended to read the same as the Amended and restated in its entirety in the form attached hereto as Exhibit C, and such Certificate of Incorporation, as so amended and restated, shall be the Restated Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by the NYBCL and such Certificate of Incorporationset forth in Exhibit B hereto.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (I Many Inc), Agreement and Plan of Merger (Selectica Inc)
Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate certificate of Incorporation incorporation of the Company shall be amended and restated so that it reads in its entirety as set forth in the form attached hereto as Exhibit CB hereto, and such Certificate of Incorporationand, as so amended and restated, shall be the Certificate certificate of Incorporation incorporation of the Surviving Corporation until thereafter amended in accordance with its terms and as provided by the NYBCL and such Certificate of Incorporationapplicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Jounce Therapeutics, Inc.), Agreement and Plan of Merger (Rain Oncology Inc.)
Certificate of Incorporation; Bylaws. (a) At The Certificate of Incorporation, as in effect immediately prior to the Effective Time, the Certificate of Incorporation of the Company shall be amended and restated in its entirety as set forth in the form attached Exhibit B hereto as Exhibit C, and such Certificate of Incorporationand, as so amended and restated, shall be the Certificate certificate of Incorporation incorporation of the Surviving Corporation Corporation, until thereafter amended as provided by the NYBCL Law and such Certificate certificate of Incorporationincorporation and, in each case, subject to Section 5.7.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Exact Sciences Corp), Agreement and Plan of Merger (Genomic Health Inc)
Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate certificate of Incorporation incorporation of the Company shall be amended and restated so that it reads in its entirety as set forth in Exhibit A hereto (the form attached hereto as Exhibit C“New Charter”), and such Certificate of Incorporationand, as so amended and restatedamended, shall be the Certificate certificate of Incorporation incorporation of the Surviving Corporation Entity until thereafter changed or amended as provided therein or by the NYBCL and such Certificate of Incorporationapplicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Forestar Group Inc.), Agreement and Plan of Merger (Horton D R Inc /De/)
Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate of Incorporation of the Company Surviving Corporation shall be amended and restated in its entirety in the form attached hereto as of Exhibit C, and such Certificate of Incorporation, as so amended and restated, shall be the Certificate of Incorporation of the Surviving Corporation D until thereafter amended as provided by the NYBCL and such Certificate of Incorporationlaw.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Spectrian Corp /Ca/), Agreement and Plan of Merger and Reorganization (Spectrian Corp /Ca/)
Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate of Incorporation of the Company shall be amended and restated so as to read in its entirety as set forth in Exhibit A to the form attached hereto as Exhibit C, and such Certificate of Incorporation, Merger and as so amended and restated, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by the NYBCL DGCL and such Certificate of Incorporation. The bylaws of the Merger Sub in effect immediately prior to the Effective Time shall be the bylaws of the Surviving Corporation until amended in accordance with applicable law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Transcend Services Inc), Agreement and Plan of Merger (Transcend Services Inc)
Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate certificate of Incorporation incorporation of the Company shall be amended and restated in its entirety in the form attached to read as set forth on Exhibit D hereto as Exhibit C, and such Certificate of Incorporation, as so amended and restated, restated shall be the Certificate certificate of Incorporation incorporation of the Surviving Corporation until thereafter amended as provided by the NYBCL and such Certificate of IncorporationCorporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Accelrys, Inc.), Agreement and Plan of Merger (Accelrys, Inc.)
Certificate of Incorporation; Bylaws. (a) At The Certificate of Incorporation, as in effect immediately prior to the Effective Time, the Certificate of Incorporation of the Company shall be amended and restated in its entirety as set forth in the form attached Exhibit A hereto as Exhibit C, and such Certificate of Incorporationand, as so amended and restated, shall be the Certificate certificate of Incorporation incorporation of the Surviving Corporation Corporation, until thereafter amended as provided by the NYBCL Law and such Certificate certificate of Incorporationincorporation and, in each case, subject to Section 5.7.
Appears in 1 contract
Samples: Agreement and Plan of Merger (United Technologies Corp /De/)
Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate certificate of Incorporation incorporation of the Company shall be amended and restated in its their entirety in the form attached hereto to read as set forth on Exhibit CD, and such Certificate of Incorporation, as so amended and restatedamended, shall be the Certificate certificate of Incorporation incorporation of the Surviving Corporation until thereafter amended as provided by in accordance with the NYBCL provisions thereof and such Certificate of Incorporationapplicable Laws.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Supernus Pharmaceuticals Inc)
Certificate of Incorporation; Bylaws. (a) At The Company Certificate of Incorporation as in effect immediately prior to the Effective Time shall, at the Effective Time, the Certificate of Incorporation of the Company shall be amended and restated to read in its entirety as set forth in the form Exhibit C attached hereto as Exhibit C, and such Certificate of Incorporationand, as so amended and restatedamended, shall be the Certificate certificate of Incorporation incorporation of the Surviving Corporation until thereafter amended as provided by the NYBCL applicable Law and such Certificate certificate of Incorporationincorporation.
Appears in 1 contract
Samples: Business Combination Agreement (Berenson Acquisition Corp. I)
Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate The certificate of Incorporation incorporation of the Company shall be amended and restated in its entirety in at the form attached Effective Time as set forth on Exhibit A hereto as Exhibit C, and such Certificate of Incorporationand, as so amended and restatedamended, shall be the Certificate certificate of Incorporation incorporation of the Surviving Corporation until thereafter amended as provided by in accordance with the NYBCL provisions thereof and such Certificate of Incorporationapplicable Law.
Appears in 1 contract
Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate certificate of Incorporation incorporation of the Company Surviving Corporation shall be amended and restated as set forth in its entirety in the form attached hereto as Exhibit C, and such Certificate of Incorporation, as so amended and restated, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by the NYBCL law and such Certificate certificate of Incorporationincorporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Parexel International Corp)
Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate of Incorporation of the Company Surviving Corporation shall be amended and restated in its entirety in the form attached hereto as set forth on Exhibit C, and such Certificate of Incorporation, as so amended and restated, shall be the Certificate of Incorporation of the Surviving Corporation B until thereafter amended as provided by the NYBCL applicable Law and such Certificate of Incorporation.
Appears in 1 contract
Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate of Incorporation of the Company shall be amended and restated so as to read in its entirety in the form attached hereto as set forth on Exhibit CA, and such Certificate of Incorporationand, as so amended and restated, shall be the Certificate certificate of Incorporation incorporation of the Surviving Corporation until thereafter amended as provided by the NYBCL Law and such Certificate of Incorporation.
Appears in 1 contract
Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate The certificate of Incorporation incorporation of the Company Surviving Corporation shall be amended and restated in its entirety as set forth in the form attached Exhibit F hereto as Exhibit C, and such Certificate of Incorporationand, as so amended and restatedamended, shall be the Certificate certificate of Incorporation incorporation of the Surviving Corporation Corporation, until thereafter amended as provided by the NYBCL Applicable Law and such Certificate certificate of Incorporationincorporation.
Appears in 1 contract
Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate of Incorporation of the Company shall be amended and restated in its entirety in the form attached hereto as Exhibit C, and such Certificate of Incorporation, as so amended and restated, shall be the The Certificate of Incorporation of the Surviving Corporation until thereafter in effect at the Effective Time will be amended and restated as provided by set forth on Exhibit A to the NYBCL and such Certificate of IncorporationMerger until amended or amended and restated in accordance with applicable Legal Requirements.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Telecommunication Systems Inc /Fa/)
Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate certificate of Incorporation incorporation of the Company shall be amended and restated as set forth in its entirety in the form attached hereto as Exhibit C, and such Certificate of IncorporationB and, as so amended and restatedamended, shall be the Certificate certificate of Incorporation incorporation of the Surviving Corporation until thereafter amended in accordance with its terms and as provided by the NYBCL and such Certificate of Incorporationapplicable Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (AGA Medical Holdings, Inc.)
Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate of Incorporation of the Company Surviving Corporation shall be amended and restated in its entirety in the form attached hereto as Exhibit C, and such Certificate of Incorporation, as so amended and restated, shall be set forth on Attachment A to the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by the NYBCL and such Certificate of IncorporationMerger.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Digital Insight Corp)
Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Company Certificate of Incorporation of Incorporation, as in effect immediately prior to the Company Effective Time, shall be amended and restated in its entirety in the form to read as set forth on Exhibit C attached hereto as Exhibit C, and such Certificate of Incorporationand, as so amended and restated, shall be the Certificate certificate of Incorporation incorporation of the Surviving Corporation until thereafter amended as provided by the NYBCL DGCL and such Certificate certificate of Incorporationincorporation (subject to Section 7.07).
Appears in 1 contract
Samples: Letter Agreement (Spartan Energy Acquisition Corp.)
Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate of Incorporation of the Company shall be amended and restated in its entirety the Merger to be substantially in the form attached hereto as of Exhibit CC hereto, and such Certificate of Incorporation, as so amended and restated, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by the NYBCL law and such Certificate of IncorporationIncorporation of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (American Access Technologies Inc)
Certificate of Incorporation; Bylaws. (a) At the Effective Time, Time and in connection with the filing of the Certificate of Incorporation Merger, the certificate of incorporation of the Company shall be amended and restated in its entirety to read in the form attached hereto as Exhibit C, and such Certificate of IncorporationA and, as so amended and restated, shall be the Certificate certificate of Incorporation incorporation of the Surviving Corporation until thereafter amended as provided by the NYBCL in accordance with its terms and such Certificate of Incorporationapplicable Law.
Appears in 1 contract
