Common use of Certificate of Incorporation of Surviving Corporation Clause in Contracts

Certificate of Incorporation of Surviving Corporation. At the Effective Time, the Certificate of Incorporation of Merger Sub (the “Merger Sub Certificate”), as in effect at the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended in accordance with applicable law.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (FB Financial Corp), Agreement and Plan of Merger (FCB Financial Holdings, Inc.), Agreement and Plan of Merger (Franklin Financial Network Inc.)

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Certificate of Incorporation of Surviving Corporation. At the Effective Time, the The Certificate of Incorporation of Merger Sub (the “Merger Sub Certificate”)Subsidiary, as in effect at effective immediately following the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation from and after the Effective Time and until thereafter amended in accordance with applicable lawas provided by law and such Certificate of Incorporation; provided, however, that at the Effective Time of the Merger such Certificate of Incorporation shall be amended to change the Surviving Corporation's name as contemplated by Section 2.1.

Appears in 2 contracts

Samples: 5 Agreement and Plan of Merger (Medpartners Inc), Agreement and Plan of Merger (Talbert Medical Management Holdings Corp)

Certificate of Incorporation of Surviving Corporation. At the Effective Time, the Certificate certificate of Incorporation incorporation of Merger Sub (the “Merger Sub Certificate”), as in effect at the Effective Time, shall be the Certificate certificate of Incorporation incorporation of the Surviving Corporation until thereafter amended in accordance with applicable lawLaw, except that references to the name of Merger Sub shall be replaced by “TIAA FSB Holdings, Inc”.

Appears in 1 contract

Samples: Agreement and Plan of Merger (EverBank Financial Corp)

Certificate of Incorporation of Surviving Corporation. At From and after the Effective Time, the Certificate certificate of Incorporation incorporation of Merger Sub (the “Merger Sub Certificate”), as in effect at 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 applicable law.Law, except that Section 1 of the certificate of incorporation of the Surviving Corporation, instead of reading the same as Section 1 of the certificate of incorporation of Merger Sub, shall read as follows: “The name of this corporation is “Liquid Genomics, Inc.”

Appears in 1 contract

Samples: Agreement and Plan of Merger (NantKwest, Inc.)

Certificate of Incorporation of Surviving Corporation. At the Effective Time, the The Certificate of Incorporation of Merger Sub (the “Merger Sub Certificate”), as MergerSub in effect at the Effective Time, Time shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended in accordance with applicable lawCorporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Dgse Companies Inc)

Certificate of Incorporation of Surviving Corporation. At the Effective Time, the The Certificate of Incorporation of Merger Sub (the “Merger Sub Certificate”), as in effect at immediately prior to the Effective Time, Time shall be continue as the Certificate of Incorporation of the Surviving Corporation until thereafter otherwise amended in accordance with applicable lawor repealed from and after the Effective Time.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Charter Financial Inc)

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Certificate of Incorporation of Surviving Corporation. At From and after the Effective Time, the Certificate certificate of Incorporation incorporation of Merger Sub (the “Merger Sub Certificate”), as in effect at 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 applicable law.Law, except that Section 1 of the certificate of incorporation of the Surviving Corporation, instead of reading the same as Section 1 of the certificate of incorporation of Merger Sub, shall read as follows: “The name of this corporation is “Receptome, Inc.”

Appears in 1 contract

Samples: Agreement and Plan of Merger (NantKwest, Inc.)

Certificate of Incorporation of Surviving Corporation. At As of the Effective Time, the Certificate of Incorporation of the Merger Sub attached hereto as Exhibit B (the “Merger Sub Certificate”), as in effect at ) immediately prior to the Effective Time, Time shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended in accordance with applicable law(the “Surviving Corporation Certificate”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (International Food & Wine Consultants, Inc.)

Certificate of Incorporation of Surviving Corporation. At the Effective Time, the Certificate of Incorporation of Merger Sub (the “Merger Sub Certificate”), as in effect at the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended in accordance with applicable lawLaw; provided, that the name of the Surviving Corporation as reflected in the Merger Sub Certificate shall be “Scottrade Financial Services, Inc.”.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Td Ameritrade Holding Corp)

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