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

Samples: Voting Agreement (Advanced Power Technology Inc), Agreement and Plan of Merger (Adc Telecommunications Inc), Agreement and Plan of Merger (Microsemi Corp)

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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

Samples: Agreement and Plan of Merger (Westinghouse Solar, Inc.), Agreement and Plan of Merger (CBD Energy LTD), Agreement and Plan of Merger (CBD Energy LTD)

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 of Incorporation amended as of the Surviving Corporation, as amended Effective Time to read in its entirety as set forth in an exhibit to Exhibit B attached hereto and, as so amended, shall be the Certificate certificate of Merger. From and after incorporation of the Effective Time and Surviving Corporation until further thereafter amended in accordance with law, the Bylaws of Merger Sub provisions thereof and as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporationprovided by Law.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Aeroflex Inc), Agreement and Plan of Merger (Aeroflex Inc), Agreement and Plan of Merger (Aeroflex Inc)

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

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

Samples: Agreement and Plan of Merger (Pivotal Corp)

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

Samples: Agreement and Plan of Merger and Reorganization (Tickets Com 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

Samples: Agreement and Plan of Merger (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

Samples: Agreement and Plan of Merger (Trimedia Entertainment Group 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 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 CorporationCorporation thereafter, as amended as set forth in an exhibit to the Certificate of Merger. From and after the Effective Time unless and until further amended in accordance with their terms and as provided by 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

Samples: Agreement and Plan of Merger (Ivax 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 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

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

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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

Samples: Agreement and Plan of Merger (Jmar Technologies 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

Samples: Agreement and Plan of Merger (Red Lion California LTD Partnership)

Certificate of Incorporation; Bylaws. From and after (a) At the Effective Time and until further amended in accordance with applicable lawTime, the Company Certificate of Incorporation of the CompanyIncorporation, as in effect immediately prior to the Effective Time, shall be the Certificate certification of Incorporation incorporation of the Surviving Corporation, as until thereafter amended as set forth in an exhibit to the Certificate provided by applicable Law and such certificate of Mergerincorporation. From and after After the Effective Time and until further amended in accordance with lawTime, the Bylaws Company shall cause the certificate of Merger Sub as in effect immediately prior to the Effective Time shall be the Bylaws incorporation of the Surviving CorporationCorporation to be amended and restated in its entirety in a form as shall be mutually agreed by the parties.

Appears in 1 contract

Samples: Business Combination Agreement (New Beginnings Acquisition Corp.)

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

Samples: Agreement and Plan of Merger (New World Brands Inc)

Certificate of Incorporation; Bylaws. From and after At the Effective Time and until further amended in accordance with applicable lawTime, the Certificate certificate of Incorporation incorporation of the Company, Company as in effect immediately prior to the Effective TimeTime shall be amended so as to read in its entirety in the form attached hereto as Exhibit B and, as so amended shall be the Certificate certificate of Incorporation incorporation of the Surviving Corporation, as amended as set forth in an exhibit to the Certificate of Merger. From and after At the Effective Time and until further amended in accordance with lawTime, the Bylaws bylaws of Merger Sub as in effect immediately prior to the Effective Time shall be the Bylaws bylaws of the Surviving CorporationCorporation until thereafter further amended as provided therein or by applicable law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Target Logistics 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

Samples: Agreement and Plan of Merger (Kingsway Financial Services Inc)

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