Certificate of Incorporation of the Surviving Corporation. 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.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Carlton Communications PLC), Agreement and Plan of Merger (Cpi Corp), Agreement and Plan of Merger (Essman Alyn V)
Certificate of Incorporation of the Surviving Corporation. The Certificate certificate of Incorporation incorporation of the Company, Surviving Corporation shall be the certificate of incorporation of Subsidiary as in effect immediately prior to on the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporationdate hereof without change unless and until amended in accordance with applicable law.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Powell Industries Inc), Agreement and Plan of Merger (Harbinger Group Inc.), Agreement and Plan of Merger (Technest Holdings Inc)
Certificate of Incorporation of the Surviving Corporation. 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 CorporationCorporation until thereafter amended as provided by law and such Certificate of Incorporation.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Wolters Kluwer Us Corp), Agreement and Plan of Merger (Wolters Kluwer Us Corp), Agreement and Plan of Merger (Wolters Kluwer Us Corp)
Certificate of Incorporation of the Surviving Corporation. 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 CorporationSubsidiary as in effect on the date hereof without change unless and until amended in accordance with applicable law.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Cardium Therapeutics, Inc.), Agreement and Plan of Merger (TTM Technologies Inc), Agreement and Plan of Merger (Vyrex Corp)
Certificate of Incorporation of the Surviving Corporation. The Certificate of Incorporation of the CompanyCorporation, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving CorporationCorporation and shall be amended such that it is substantially in the form of the Amended and Restated Certificate of Incorporation attached hereto as Exhibit 2.7.
Appears in 4 contracts
Samples: Share Purchase Agreement and Plan of Merger (Sherman Acquisition Corp), Share Purchase Agreement and Plan of Merger (Outsourcing Solutions Inc), Share Purchase Agreement and Plan of Merger (Gulf State Credit LLP)
Certificate of Incorporation of the Surviving Corporation. The Certificate Upon the Effective Time, the certificate of Incorporation incorporation of the Company, Company as in effect immediately prior to the Effective Time, Time shall be the Certificate certificate of Incorporation incorporation of the Surviving CorporationCorporation from and after the Effective Time, until thereafter amended and/or restated in accordance with its terms and applicable Law.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Chesapeake Energy Corp), Agreement and Plan of Merger (Chesapeake Energy Corp), Agreement and Plan of Merger (Vine Energy Inc.)
Certificate of Incorporation of the Surviving Corporation. 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 CorporationCorporation until such time that the Certificate of Incorporation is amended thereafter in accordance with the PRGCL and subject to Section 8.7(a) hereof.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Puerto Rican Cement Co Inc), Agreement and Plan of Merger (Cemex Sa De Cv), Agreement and Plan of Merger (Cemex Sa De Cv)
Certificate of Incorporation of the Surviving Corporation. 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.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Upm Kymmene Corp), Agreement and Plan of Merger (Champion International Corp), Agreement and Plan of Merger (Champion International Corp)
Certificate of Incorporation of the Surviving Corporation. The Certificate certificate of Incorporation incorporation of Company in effect at the Effective Time shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with applicable law, except that the name of the Surviving Corporation shall be changed to the current name of the Company, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation.
Appears in 2 contracts
Samples: Employment Agreement (National Holdings Corp), Employment Agreement (Vfinance Inc)
Certificate of Incorporation of the Surviving Corporation. The Restated and Amended Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving CorporationCorporation and shall be amended as set forth on Annex B attached hereto.
Appears in 2 contracts
Samples: Rights Agreement (Lift Acquisition Co Inc), 5 Agreement and Plan of Merger (Raymond Corp)
Certificate of Incorporation of the Surviving Corporation. 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 CorporationCorporation until thereafter amended as provided by Applicable Law and such Certificate of Incorporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Plato Holdings Inc), Agreement and Plan of Merger (Plato Holdings Inc)
Certificate of Incorporation of the Surviving Corporation. The At the Effective Time, the Certificate of Incorporation of the Company, as in effect immediately prior to at the Effective Time, shall be the Certificate certificate of Incorporation incorporation of the Surviving CorporationCorporation until thereafter amended in accordance with applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Fiserv Inc), Agreement and Plan of Merger (First Data Corp)
Certificate of Incorporation of the Surviving Corporation. The Certificate certificate of Incorporation incorporation of the Company, as Company in effect immediately prior to at the Effective Time, Time shall be the Certificate certificate of Incorporation incorporation of the Surviving CorporationCorporation until amended in accordance with applicable law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Exxon Corp), Agreement and Plan of Merger (Mobil Corp)
Certificate of Incorporation of the Surviving Corporation. The Amended and 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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Agl Resources Inc), Agreement and Plan of Merger (Nui Corp /Nj/)
Certificate of Incorporation of the Surviving Corporation. The Certificate of Incorporation of the Company, as in effect immediately prior to At the Effective Time, shall be the Certificate of Incorporation of the Company will be the certificate of incorporation of the Surviving Corporation.
Appears in 2 contracts
Samples: Ii Agreement and Plan of Merger (Media Arts Group Inc), Ii Agreement and Plan of Merger (Media Arts Group Inc)
Certificate of Incorporation of the Surviving Corporation. 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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Endosonics Corp), Jomed Acquisition Corp
Certificate of Incorporation of the Surviving Corporation. The At the Effective Time, the Certificate of Incorporation of the Company, amended and restated as in effect immediately prior to the Effective Timeset forth on Exhibit 2.1, shall will be the Certificate certificate of Incorporation incorporation of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Troy Group Inc), Agreement and Plan of Merger (Troy Group Inc)
Certificate of Incorporation of the Surviving Corporation. The Certificate certificate of Incorporation incorporation of the Company, as Holdings in effect immediately prior to the Effective Time, Time shall be the Certificate certificate of Incorporation incorporation of the Surviving CorporationCorporation until amended in accordance with its terms and applicable law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Laredo Petroleum Holdings, Inc.)
Certificate of Incorporation of the Surviving Corporation. The Certificate certificate of Incorporation incorporation of the Company, as Company in effect immediately prior to the Effective Time, Time shall be the Certificate certificate of Incorporation incorporation of the Surviving Corporation, until duly amended in accordance with applicable law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Circle International Group Inc /De/)
Certificate of Incorporation of the Surviving Corporation. The Certificate of Incorporation of the Company, as in effect immediately prior before the Effective Time but to the Effective Timeextent amended by the Certificate of Merger, shall be the Certificate of Incorporation of the Surviving CorporationCorporation immediately after the Effective Time.
Appears in 1 contract
Certificate of Incorporation of the Surviving Corporation. 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 CorporationCorporation until thereafter amended as provided by Applicable Law and such Certificate of Incorporation.
Appears in 1 contract
Samples: Iii 6 Agreement and Plan of Merger (Novacare Employee Services Inc)
Certificate of Incorporation of the Surviving Corporation. 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 Subsidiary as in effect immediately before the Surviving CorporationEffective Date without change unless and until amended in accordance with applicable law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (LiveXLive Media, Inc.)
Certificate of Incorporation of the Surviving Corporation. 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 CorporationSubsidiary as in effect at the Effective Time hereof without change unless and until amended in accordance with its terms and with applicable law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Catalyst Pharmaceutical Partners, Inc.)
Certificate of Incorporation of the Surviving Corporation. The Certificate of Incorporation of the CompanyXXXXXX shall, as in effect immediately prior to of the Effective Time, shall be the Certificate of Incorporation of the Surviving CorporationCorporation until duly amended.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Solution Technology International Inc)
Certificate of Incorporation of the Surviving Corporation. The Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, Time shall be the Certificate of Incorporation of the Surviving CorporationCorporation until thereafter amended in accordance with applicable law.
Appears in 1 contract
