Certificate of Incorporation. The certificate of incorporation of the Company shall be amended at the Effective Time to read in its entirety as set forth in Exhibit B hereto and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with Applicable Law.
Appears in 12 contracts
Samples: Agreement and Plan of Merger (Rightnow Technologies Inc), Agreement and Plan of Merger (Rightnow Technologies Inc), Agreement and Plan of Merger (Taleo Corp)
Certificate of Incorporation. The At the Effective Time, the certificate of incorporation of the Company shall be amended at and restated in its entirety as of the Effective Time to read in its entirety as set forth in on Exhibit B hereto A hereto, and, as so amended, amended and restated shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until until, subject to Section 5.4, thereafter amended in accordance with Applicable its terms and as provided by applicable Law.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Sagrera Ricardo A.), Agreement and Plan of Merger (MLS Capital Fund II LP), Agreement and Plan of Merger (Steinberg Michael)
Certificate of Incorporation. The At the Effective Time, and without any further action on the part of the Company and Merger Sub, the certificate of incorporation of the Company shall be amended at the Effective Time to read in its entirety as set forth in Exhibit B hereto andA, and as so amended, amended shall be the certificate of incorporation of the Surviving Corporation until until, subject to Section 6.11, amended in accordance with its terms and as provided by Applicable Law.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Alaska Communications Systems Group Inc), Amended and Restated Agreement and Plan of Merger (Alaska Communications Systems Group Inc), Agreement and Plan of Merger (Alaska Communications Systems Group Inc)
Certificate of Incorporation. The At the Effective Time, subject to the provisions of Section 7.8(a), the certificate of incorporation of the Company shall be amended at the Effective Time and restated so as to read in its entirety in the form attached as set forth in Exhibit B hereto andA hereto, as so amended, and such amended and restated certificate of incorporation shall be become the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with Applicable Lawthe applicable provisions of the DGCL and such certificate of incorporation (subject to the provisions of Section 7.8(a)).
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Mill Road Capital II, L.P.), Agreement and Plan of Merger (Skullcandy, Inc.), Agreement and Plan of Merger (Mill Road Capital II, L.P.)
Certificate of Incorporation. The At the Effective Time, the certificate of incorporation of the Company in effect immediately prior to the Effective Time shall be amended at the Effective Time so as to read in its entirety as set forth in on Exhibit B hereto C and, as so amended, shall be be, from and after the Effective Time, the certificate of incorporation of the Surviving Corporation (the “Surviving Charter”), until duly amended in accordance with Applicable Lawas provided therein or by applicable Laws.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (CSR PLC), Agreement and Plan of Merger (Zoran Corp \De\), Agreement and Plan of Merger (Zoran Corp \De\)
Certificate of Incorporation. The At the Effective Time, the certificate of incorporation of the Company shall be amended at the Effective Time to read and restated in its entirety to read as set forth in Exhibit B A attached hereto and, as so amendedamended and restated, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with Applicable Lawas provided by the DGCL and such certificate of incorporation (subject to Section 6.8(a)).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Ginkgo Bioworks Holdings, Inc.), Agreement and Plan of Merger (Zymergen Inc.), Agreement and Plan of Merger (Haynes International Inc)
Certificate of Incorporation. The certificate of incorporation of the Company shall be amended at the Effective Time to read in its entirety as set forth in Exhibit B hereto on Annex I and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with Applicable Law.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Thermadyne Holdings Corp /De), Agreement and Plan of Merger (Colfax CORP), Agreement and Plan of Merger (Razor Holdco Inc.)
Certificate of Incorporation. The certificate of incorporation of the Company in effect immediately prior to the Effective Time shall be amended at as of the Effective Time to read in its entirety as set forth in Exhibit B hereto andA, and as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with Applicable Lawapplicable law.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Apollo Investment Fund Iii Lp), Agreement and Plan of Merger (Decisionone Holdings Corp), Agreement and Plan of Merger (Lee Thomas H Equity Fund Iii L P)
Certificate of Incorporation. The At the Effective Time, the certificate of incorporation of the Company shall be amended at the Effective Time to read and restated in its entirety to read as set forth in Exhibit B A attached hereto and, as so amendedamended and restated, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with Applicable Lawas provided by the DGCL and such certificate of incorporation.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Enova International, Inc.), Agreement and Plan of Merger (Enova International, Inc.), Agreement and Plan of Merger (On Deck Capital, Inc.)
Certificate of Incorporation. The At the Effective Time, the certificate of incorporation of the Company shall be amended at the Effective Time to read and restated in its entirety to read as set forth in Exhibit B A attached hereto and, as so amendedamended and restated, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with Applicable Lawas provided by the DGCL and such certificate of incorporation (subject to Section 6.10(a)).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Quotient Technology Inc.), Agreement and Plan of Merger (Del Frisco's Restaurant Group, Inc.), Agreement and Plan of Merger (Cambrex Corp)
Certificate of Incorporation. The certificate of incorporation of the Company shall be amended at the Effective Time to read in its entirety as set forth in Exhibit B C hereto and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with Applicable Law.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (CERNER Corp), Agreement and Plan of Merger (Netsuite Inc), Agreement and Plan of Merger (Textura Corp)
Certificate of Incorporation. The certificate of incorporation of the Company in effect immediately prior to the Effective Time shall be amended at as of the Effective Time to read in its entirety as set forth in Exhibit B hereto A, and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with Applicable Lawapplicable law.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Donaldson Lufkin & Jenrette Inc /Ny/), Agreement and Plan of Merger (Thermadyne Holdings Corp /De), Agreement and Plan of Merger (Thermadyne Holdings Corp /De)
Certificate of Incorporation. The certificate of incorporation of the Company Company, as in effect immediately prior to the Effective Time, shall be amended and restated in its entirety at the Effective Time to read in its entirety as set forth in on Exhibit B hereto andA, and as so amended, amended and restated shall be the certificate of incorporation of the Surviving Corporation Corporation, until thereafter altered, amended or repealed as provided therein and in accordance with Applicable Lawapplicable law.
Appears in 3 contracts
Samples: Stock Purchase Agreement and Plan of Merger (Paragon Trade Brands Inc), Stock Purchase Agreement and Plan of Merger (Ontario Teachers Pension Plan Board), Stock Purchase Agreement and Plan of Merger (Paragon Trade Brands Inc)
Certificate of Incorporation. The certificate of incorporation of the Company shall be amended at the Effective Time to read in its entirety as set forth in Exhibit B hereto A and, as so amended, shall be the certificate of incorporation of the Surviving Corporation (the “Charter”), until thereafter duly amended in accordance with Applicable Lawas provided therein or by applicable Laws.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Unionbancal Corp), Agreement and Plan of Merger, Agreement and Plan of Merger (Pacific Capital Bancorp /Ca/)
Certificate of Incorporation. The At the Effective Time, and without any further action on the part of the Company and Merger Sub, the certificate of incorporation of the Company shall be amended at the Effective Time to read in its entirety as set forth in Exhibit B hereto andA hereto, and as so amended, amended shall be the certificate of incorporation of the Surviving Corporation until until, subject to Section 6.11, amended in accordance with its terms and as provided by Applicable Law.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (DSP Group Inc /De/), Agreement and Plan of Merger (DSP Group Inc /De/), Agreement and Plan of Merger (SYNAPTICS Inc)
Certificate of Incorporation. The certificate At the Effective Time, the Certificate of incorporation Incorporation of the Company shall be amended at the Effective Time so as to read in its entirety as set forth in the form of Exhibit B hereto andhereto, and as so amended, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation Corporation, until thereafter further amended in accordance with Applicable Lawthe DGCL and the provisions of such Certificate of Incorporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Comtech Telecommunications Corp /De/), Agreement and Plan of Merger (Cpi International, Inc.), Agreement and Plan of Merger (Cpi International, Inc.)
Certificate of Incorporation. The At the Effective Time, subject to the provisions of Section 7.8(a), the certificate of incorporation of the Company shall be amended at the Effective Time and restated in its entirety to read in its entirety as set forth in on Exhibit B hereto andhereto, and as so amended, amended and restated shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with Applicable as provided therein or by applicable Law.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Johnson & Johnson), Agreement and Plan of Merger (Johnson & Johnson), Agreement and Plan of Merger (Abiomed Inc)
Certificate of Incorporation. The At the Effective Time, the certificate of incorporation of the Company Company, as in effect immediately prior to the Effective Time, shall be amended at in the Effective Time Merger to read in its entirety as set forth in on Exhibit B 2.05 hereto and, and as so amended, amended shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended in accordance with Applicable as provided therein or by applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Raytel Medical Corp), Agreement and Plan of Merger (Raytel Medical Corp)
Certificate of Incorporation. The certificate of incorporation of the Company shall be amended at the Effective Time to read in its entirety as set forth in Exhibit B hereto and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with Applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Blue Coat Systems Inc), Agreement and Plan of Merger (Packeteer Inc)
Certificate of Incorporation. The amended and restated certificate of incorporation of the Company shall be amended at in the Effective Time Merger to read in its entirety as set forth in on Exhibit B C hereto and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until duly amended in accordance with Applicable Lawas provided therein or by applicable law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (ExlService Holdings, Inc.), Agreement and Plan of Merger (ExlService Holdings, Inc.)
Certificate of Incorporation. The certificate of incorporation of the Company shall be amended at and restated in the Effective Time Merger to read in its entirety in the form attached hereto as set forth in Exhibit B hereto A and, as so amendedamended and restated, shall shall, from and after the Effective Time, be the certificate of incorporation of the Surviving Corporation (the “Charter”), until thereafter amended in accordance with Applicable as provided thereby and by applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Federal-Mogul Holdings Corp), Agreement and Plan of Merger (Icahn Enterprises L.P.)
Certificate of Incorporation. The certificate Certificate of incorporation Incorporation of the Company shall be amended at the Effective Time to read in its entirety as set forth in Exhibit Annex B hereto andhereto, as so amended, shall be the certificate of incorporation of the Surviving Corporation until duly amended in accordance with Applicable Lawthe terms thereof and the DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sears Roebuck & Co), Agreement and Plan of Merger (Maxserv Inc)
Certificate of Incorporation. The certificate of incorporation of the Company as in effect immediately prior to the Effective Time shall be amended at the Effective Time to read in its entirety and restated as set forth in on Exhibit B attached hereto and, as so amendedamended and restated, shall from and after the Effective Time, be the certificate of incorporation of the Surviving Corporation (the “Charter”), until thereafter duly amended in accordance with Applicable as provided therein or by applicable Law, subject to Section 7.10.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Dimensional Associates, LLC), Agreement and Plan of Merger (Orchard Enterprises, Inc.)
Certificate of Incorporation. The At the Effective Time, the certificate of incorporation of the Company shall be amended at the Effective Time and restated so as to read in its entirety as set forth in the form of Exhibit B hereto and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with Applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (LoopNet, Inc.), Agreement and Plan of Merger (Costar Group Inc)
Certificate of Incorporation. The At the Effective Time the certificate of incorporation of the Company shall be amended at the Effective Time and restated to read in its entirety as set forth in Exhibit B hereto andAnnex B, as so amended, and such amended and restated certificate of incorporation shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with Applicable Lawthe applicable provisions of the DGCL and such certificate of incorporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Brigham Exploration Co), Agreement and Plan of Merger (Statoil Asa)
Certificate of Incorporation. The certificate Certificate of incorporation Incorporation of the Company shall be amended at as of the Effective Time to read in its entirety as set forth in Exhibit B hereto and, as the Certificate of Merger. As so amended, the Certificate of Incorporation of the Company shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until amended in accordance with Applicable Lawas provided by law and such Certificate of Incorporation and the Bylaws of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Marketwatch Inc), Agreement and Plan of Merger (Dow Jones & Co Inc)
Certificate of Incorporation. The certificate At the Effective Time, the Amended and Restated Certificate of incorporation Incorporation of the Company shall be amended at the Effective Time so as to read in its entirety as set forth in on Exhibit B hereto and, as so amended, shall be the certificate of incorporation of the Surviving Corporation Company until thereafter amended in accordance with Applicable the provisions thereof and of applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Schwab Charles Corp), Agreement and Plan of Merger (optionsXpress Holdings, Inc.)
Certificate of Incorporation. The certificate of incorporation of the Company shall be amended at in the Effective Time Merger to read in its entirety as set forth in on Exhibit B hereto and, as so amended, shall be the certificate of incorporation of the Surviving Corporation Corporation, subject to Section 7.5(b), until amended in accordance with Applicable Lawapplicable law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Usa Interactive), Agreement and Plan of Merger (Udate Com Inc)
Certificate of Incorporation. The At the Effective Time, the certificate of incorporation of the Company Company, as in effect immediately prior to the Effective Time, shall be amended at the Effective Time so as to read in its entirety as in the form set forth in Exhibit B hereto and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with Applicable Lawas provided by the DGCL and the provisions of such certificate of incorporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ssa Global Technologies, Inc), Agreement and Plan of Merger (Exe Technologies Inc)
Certificate of Incorporation. The certificate At the Effective Time, the Certificate of incorporation Incorporation of the Company shall be amended at the Effective Time to read in its entirety to read as set forth in Exhibit B C hereto and, as so amended, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter changed or amended in accordance with Applicable Lawas provided therein or by the DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Velocity Express Corp), Execution Copy Agreement and Plan of Merger (Cd&l Inc)
Certificate of Incorporation. The At the Effective Time, the certificate of incorporation of the Company shall be amended at the Effective Time to read and restated in its entirety to read as set forth in Exhibit B attached hereto and, as so amendedamended and restated, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with Applicable Lawas provided by the DGCL and such certificate of incorporation (subject to Section 6.9(a)).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (CVS HEALTH Corp), Agreement and Plan of Merger (Oak Street Health, Inc.)
Certificate of Incorporation. The certificate At the Effective Time, the Certificate of incorporation Incorporation of the Company shall be amended at the Effective Time to read and restated in its entirety to read as set forth in on Exhibit B hereto and, as A. As so amended, the Certificate of Incorporation of the Company shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter amended in accordance with as permitted by Applicable Law, such Certificate of Incorporation and this Agreement (including Section 7.7).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (LVB Acquisition, Inc.), Agreement and Plan of Merger (Zimmer Holdings Inc)
Certificate of Incorporation. The certificate of incorporation of the Company as in effect immediately prior to the Effective Time (the "Certificate of Incorporation") shall be amended at the Effective Time to read in its entirety as set forth in Exhibit B hereto andA hereto, and such Certificate of Incorporation, as so amendedamended at the Effective Time, shall be the certificate of incorporation of the Surviving Corporation Corporation, until thereafter further changed or amended in accordance with Applicable Lawas provided therein or by applicable law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cable Car Beverage Corp), Agreement and Plan of Merger (Cable Car Beverage Corp)
Certificate of Incorporation. The certificate of incorporation of the Company shall be amended at the Effective Time to read in its entirety as set forth in Exhibit B hereto Annex II and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with Applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Kla Tencor Corp), Agreement and Plan of Merger (Therma Wave Inc)
Certificate of Incorporation. The At the Effective Time, the certificate of incorporation of the Company shall be amended at the Effective Time to read in its entirety as set forth the certificate of incorporation of Merger Subsidiary in Exhibit B hereto andeffect immediately prior to the Effective Time (other than the name of the Company, which shall be unchanged, and the provisions of the Merger Subsidiary relating to the incorporator of the Merger Subsidiary, which shall be omitted), and as so amended, amended shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with Applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Stifel Financial Corp), Agreement and Plan of Merger (Kbw, Inc.)
Certificate of Incorporation. The At the Effective Time, the certificate of incorporation of the Company as in effect immediately prior to the Effective Time shall be amended at the Effective Time so as to read in its entirety as set forth in Exhibit B hereto andA hereto, as and so amended, amended shall be the certificate of incorporation of the Surviving Corporation Corporation, until duly amended in accordance with Applicable Lawapplicable Law and the terms thereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (FTD Inc), Agreement and Plan of Merger (FTD Inc)
Certificate of Incorporation. The certificate Certificate of incorporation Incorporation of the Company in effect immediately prior to the Effective Time shall be amended and restated in its entirety at the Effective Time to read in its entirety as set forth in Exhibit B hereto andB, and as so amended, amended and restated shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation (the "Surviving Corporation Certificate"), until amended in accordance with Applicable Lawthe terms thereof and with applicable law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Core Mark International Inc), Agreement and Plan of Merger (Fleming Companies Inc /Ok/)
Certificate of Incorporation. The certificate Certificate of incorporation Incorporation of the Company Company, as in effect immediately prior to the Effective Time, shall be amended at upon the Effective Time be amended and restated in full to read in its entirety as set forth in Exhibit B hereto andA, and as so amended, amended and restated shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until amended in accordance with Applicable LawCorporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (General Housewares Corp), Agreement and Plan of Merger (CCPC Holding Co Inc)
Certificate of Incorporation. The certificate of incorporation of the Company shall be amended at the Effective Time to read in its entirety as set forth in Exhibit B A hereto and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with Applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Alexion Pharmaceuticals, Inc.), Agreement and Plan of Merger (Blue Coat Systems Inc)
Certificate of Incorporation. The At the Effective Time and without any further action on the part of the Company or Merger Sub, the certificate of incorporation of the Company shall be amended at the Effective Time to read in its entirety to read as set forth in on Exhibit B hereto and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with its terms and Applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Endurance International Group Holdings, Inc.), Agreement and Plan of Merger (Constant Contact, Inc.)
Certificate of Incorporation. The At the Effective Time, the certificate of incorporation of the Company shall be amended at the Effective Time to read in its entirety as set forth in Exhibit B hereto andA attached hereto, and as so amended, amended shall be the certificate of incorporation of the Surviving Corporation Corporation, until duly amended in accordance with Applicable Lawapplicable law.
Appears in 2 contracts
Samples: Employment Agreement (Devon Energy Corp/De), Agreement and Plan of Merger (Ocean Energy Inc /Tx/)
Certificate of Incorporation. The certificate At the Effective Time, the Certificate of incorporation Incorporation of the Company as in effect immediately prior to the Effective Time shall be amended at the Effective Time so as to read in its entirety as set forth in Exhibit B hereto andA hereto, and as so amended, amended shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter amended in accordance with Applicable Lawits terms and as provided by the DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bancwest Corp/Hi), Agreement and Plan of Merger (BNP Paribas)
Certificate of Incorporation. The At the Effective Time, the certificate of incorporation of the Company shall be amended at the Effective Time so as to read in its entirety as set forth in Exhibit B hereto and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with Applicable Lawits terms and as provided by applicable Law (subject to Section 6.7(b)).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Contango Oil & Gas Co), Agreement and Plan of Merger (Crimson Exploration Inc.)
Certificate of Incorporation. The certificate At the Effective Time, the Certificate of incorporation Incorporation of the Company Company, as in effect immediately prior to the Effective Time, shall be amended at the Effective Time and restated to read in its entirety as set forth in Exhibit B A attached hereto and, as so amendedamended and restated, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter amended in accordance with Applicable the provisions thereof and as provided by applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Vital Signs Inc), Agreement and Plan of Merger (General Electric Co)
Certificate of Incorporation. The At the Effective Time, the certificate of incorporation of the Company shall be amended at the Effective Time to read and restated in its entirety as set forth in Exhibit B hereto andA attached hereto, and as so amended, shall be the certificate of incorporation of the Surviving Corporation Company until thereafter changed or amended in accordance with Applicable Lawas provided by the DGCL or therein.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cigna Corp), Agreement and Plan of Merger (HealthSpring, Inc.)
Certificate of Incorporation. The certificate of incorporation of the Company (the “Company Certificate of Incorporation”) shall be amended at the Effective Time to read in its entirety as set forth in Exhibit B hereto and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with Applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Oracle Corp), Agreement and Plan of Merger (Hyperion Solutions Corp)
Certificate of Incorporation. The certificate of incorporation of the Company shall be amended at the Effective Time to read in its entirety as set forth in Exhibit B 1 to the form of Certificate of Incorporation attached as Exhibit C hereto and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with Applicable Law.
Appears in 1 contract
Certificate of Incorporation. The At the Effective Time, the certificate of incorporation of the Company shall be amended at the Effective Time to read in its entirety as substantially in the form set forth in Exhibit B hereto and, A and as so amended, amended shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with Applicable Lawapplicable law. SECTION 2.02.
Appears in 1 contract
Samples: Merger Agreement (Tejas Gas Corp)
Certificate of Incorporation. The At the Effective Time, the certificate of incorporation of the Company shall be amended at as a result of the Effective Time Merger so as to read in its entirety as set forth in Exhibit B hereto and, as so amended, shall be the certificate of incorporation of the Surviving Corporation (the “Charter”), until duly amended in accordance with Applicable Lawas provided therein or by applicable Law (subject to Section 4.11).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Integramed America Inc)
Certificate of Incorporation. The At the Effective Time, the certificate of incorporation of the Company shall be amended at the Effective Time and restated to read in its entirety as set forth in Exhibit B hereto andE attached hereto, and as so amended, amended and restated shall be the certificate of incorporation of the Surviving Corporation Company, until duly amended in accordance with Applicable Lawapplicable law.
Appears in 1 contract
Certificate of Incorporation. The certificate At the Effective Time, the Certificate of incorporation Incorporation of the Company shall be amended at and restated to read substantially in the form of the Certificate of Incorporation of the Merger Subsidiary as in effect immediately prior to the Effective Time to read in its entirety as set forth in Exhibit B hereto and, as so amended, and shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation after the Effective Time, until thereafter changed or amended in accordance with Applicable Lawas provided therein or by applicable law.
Appears in 1 contract
Certificate of Incorporation. The certificate At the Effective Time, the Certificate of incorporation Incorporation of the Company as in effect immediately prior to the Effective Time shall be amended at the Effective Time to read in its entirety to read as set forth provided in Exhibit B 3.1 hereto and, as so amended, and shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until amended in accordance with Applicable Lawapplicable law.
Appears in 1 contract
Certificate of Incorporation. The certificate Certificate of incorporation Incorporation of the Company as in effect immediately prior to the Effective Time shall be amended at the Effective Time to read in its entirety as set forth in Exhibit B 2.1 attached hereto and, and as so amended, amended shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation Corporation, until the same shall thereafter be altered, amended or repealed in accordance with Applicable Lawapplicable law or such Certificate of Incorporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (National Service Industries Inc)
Certificate of Incorporation. The At the Effective Time, the certificate of incorporation of the Company (the “Certificate of Incorporation”) shall be amended at as of the Effective Time to read in its entirety in the form of the certificate of incorporation attached hereto as set forth in Exhibit B hereto B, and, as so amended, shall be become the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with Applicable Lawthe applicable provisions of the DGCL and such certificate of incorporation; provided that any such amendment shall be subject to the provisions of Section 5.10(a).
Appears in 1 contract
Samples: Agreement and Plan of Merger (American Commercial Lines Inc.)
Certificate of Incorporation. The certificate of incorporation of the Company shall be amended at the Effective Time to read in its entirety as set forth in Exhibit B hereto and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with Applicable Law.
Appears in 1 contract
Certificate of Incorporation. The certificate At the Effective Time, the Certificate of incorporation Incorporation of the Company shall be amended at the Effective Time so as to read in its entirety as set forth in Exhibit B hereto and, A-1 to the Certificate of Merger and as so amended, amended shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter amended in accordance with Applicable Lawas provided by Delaware Law and such Certificate of Incorporation.
Appears in 1 contract
Certificate of Incorporation. The certificate of incorporation of the Company shall be amended at the Effective Time to read in its entirety as set forth the certificate of incorporation of Merger Sub in Exhibit B hereto andeffect immediately prior to the Effective Time (which shall contain such provisions as are necessary to give full effect to Section 6.11 hereof), and as so amended, amended shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with Applicable Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (RMG Networks Holding Corp)
Certificate of Incorporation. The certificate of incorporation of the Company shall be amended and restated at the Effective Time to read in its entirety as set forth in Exhibit B A hereto and, as so amendedamended and restated, shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with Applicable Law, subject to Section 7.04.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Milacron Holdings Corp.)
Certificate of Incorporation. The certificate of incorporation of the Company shall be amended at in the Effective Time Merger to read in its entirety as set forth in Exhibit B hereto and, and as so amended, amended shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until amended in accordance with Applicable Lawapplicable law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Real Mex Restaurants, Inc.)
Certificate of Incorporation. The At the Effective Time, the Company shall cause its certificate of incorporation of the Company shall to be amended at the Effective Time to read and restated in its entirety in substantially the form attached hereto as set forth in Exhibit B hereto and, as so amended, (the “Amended and Restated Certificate”) and such Amended and Restated Certificate shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with Applicable its terms and as provided by applicable Law.
Appears in 1 contract
Certificate of Incorporation. The certificate of incorporation of the Company shall be amended at the Effective Time to read in its entirety as set forth in Exhibit Annex B hereto and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with Applicable Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Michaels Companies, Inc.)
Certificate of Incorporation. The certificate of incorporation of the Company shall be amended at the Effective Time to read in its entirety as set forth in Exhibit B C hereto and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with Applicable Law.. Table of Contents CONFIDENTIAL
Appears in 1 contract
Certificate of Incorporation. The At the Effective Time, the certificate of incorporation of the Company shall be amended at the Effective Time to read and restated in its entirety to read as set forth in Exhibit B attached hereto and, as so amendedamended and restated, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with Applicable Lawas provided by the DGCL and such certificate of incorporation (subject to Section 6.8(a)).
Appears in 1 contract
Certificate of Incorporation. The At the Effective Time, the certificate of incorporation of the Company shall be amended at as a result of the Effective Time Merger to read in its entirety as set forth in on Exhibit B hereto andA attached to the Certificate of Merger, and the certificate of incorporation of the Company, as so amended, shall be the certificate of incorporation of the Surviving Corporation, and thereafter shall continue to be the certificate of incorporation of the Surviving Corporation until changed or amended in accordance with Applicable Lawas provided therein and under applicable law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Oracle Healthcare Acquisition Corp.)
Certificate of Incorporation. The certificate of incorporation of the Company shall be amended shall, at the Effective Time Time, be amended to read in its entirety as set forth on Exhibit D (the “Surviving Charter”) until amended as provided in Exhibit B hereto and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with Applicable LawCharter or by applicable Laws.
Appears in 1 contract
Certificate of Incorporation. The certificate of incorporation of the Company shall be amended at the Effective Time to read in its entirety as set forth the certificate of incorporation of Merger Sub in Exhibit B hereto andeffect immediately prior to the Effective Time (which shall contain such provisions as are necessary to give full effect to Section 6.11 hereof), and as so amended, amended shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with Applicable Law.. Section 3.02
Appears in 1 contract
Samples: Agreement and Plan of Merger (Lionbridge Technologies Inc /De/)
Certificate of Incorporation. The certificate of incorporation of the Company shall be amended at the Effective Time to read in its entirety as set forth in Exhibit B hereto and, as so amended, be identical with the certificate of incorporation of Buyer and shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with Applicable Lawthereafter duly amended.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Afg Investment Trust D)
Certificate of Incorporation. The certificate At the Effective Time, the Amended and Restated Certificate of incorporation Incorporation of the Company shall be amended at the Effective Time to read in its entirety as set forth in Exhibit B hereto D and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with Applicable Lawthe applicable provisions of the DGCL and such certificate of incorporation.
Appears in 1 contract
Certificate of Incorporation. The certificate At the Effective Time, the Certificate of incorporation Incorporation of the Company shall Acquisition Corp. will be amended at the Effective Time to read in its entirety as set forth in on Exhibit B annexed hereto and, as so amended, shall (the "AMENDED CERTIFICATE OF INCORPORATION") and the Amended Certificate of Incorporation will be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until amended in accordance with Applicable Lawimmediately after the Effective Time.
Appears in 1 contract
Certificate of Incorporation. The At the Effective Time, the certificate of incorporation of the Company (as amended), as in effect immediately prior to the Effective Time, shall be amended at the Effective Time and restated to read in its entirety as set forth in Exhibit B attached hereto and, as so amendedamended and restated, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with Applicable Lawthe DGCL and as provided in such certificate of incorporation.
Appears in 1 contract
Certificate of Incorporation. The At the Effective Time, the certificate of incorporation of the Company Surviving Corporation shall be amended at the Effective Time to read in its entirety as set forth in Exhibit B attached hereto and, until thereafter amended as so amended, shall be the provided by law and such certificate of incorporation of the Surviving Corporation until amended in accordance with Applicable Lawincorporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Jan Bell Marketing Inc)
Certificate of Incorporation. The At the Effective Time, the certificate of incorporation of the Company Company, shall be amended at the Effective Time to read and restated in its entirety to read substantially as set forth in on Exhibit B hereto andA (the "Restated Certificate"), as so amended, and such amended and restated certificate of incorporation shall be the certificate of incorporation of the Surviving Corporation Corporation, until duly amended in accordance with Applicable Lawthe terms thereof and the BCL.
Appears in 1 contract
Certificate of Incorporation. The At the Effective Time, the certificate of incorporation of the Company as in effect immediately prior to the Effective Time shall be amended at the Effective Time as so as to read in its entirety as set forth in Exhibit B hereto andA hereto, as and so amended, amended shall be the certificate of incorporation of the Surviving Corporation Corporation, until duly amended in accordance with Applicable Lawapplicable Law (as hereinafter defined) and the terms thereof.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Medsource Technologies Inc)
Certificate of Incorporation. The certificate of incorporation of the Company shall be amended at the Effective Time to read in its entirety as set forth in Exhibit Annex B hereto and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with Applicable Law.
Appears in 1 contract
Certificate of Incorporation. The certificate of incorporation of the Company shall be amended at the Effective Time to read in its entirety as set forth in Exhibit B hereto C and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with the terms thereof or as provided by Applicable LawLaw (subject to Section 7.03(e)).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Eresearchtechnology Inc /De/)
Certificate of Incorporation. The At the Effective Time, the certificate of incorporation of the Company shall be amended at the Effective Time so as to read in its entirety in the form attached hereto as set forth in Exhibit B hereto A, and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with Applicable its terms and applicable Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Nationwide Financial Services Inc/)
Certificate of Incorporation. The certificate of incorporation of the Company shall be amended at the Effective Time to read in its entirety as set forth in Exhibit B hereto andA, and as so amended, amended shall be the certificate of incorporation of the Surviving Corporation until until, subject to Section 6.11, amended in accordance with Applicable Law.
Appears in 1 contract
Certificate of Incorporation. The certificate of incorporation of the Company as in effect immediately prior to the Effective Time shall be amended at in the Effective Time Merger to read in its entirety as set forth in on Exhibit B hereto andA hereto, and as so amended, amended shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with Applicable the terms thereof and as provided by applicable Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Williams Scotsman International Inc)
Certificate of Incorporation. The certificate of incorporation of the Company shall be amended shall, at the Effective Time Time, be amended to read in its entirety as set forth in on Exhibit B hereto A and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with Applicable Law(the “Surviving Charter”).
Appears in 1 contract
Certificate of Incorporation. The certificate Certificate of incorporation Incorporation of Company in effect immediately prior to the Company Effective Time shall be amended at the Effective Time to read in its entirety as set forth in Exhibit B 2 attached hereto and, and as so amended, amended shall be constitute the certificate Certificate of incorporation Incorporation of the Surviving Corporation until duly amended in accordance with Applicable Lawor repealed.
Appears in 1 contract
Certificate of Incorporation. The certificate Certificate of incorporation Incorporation of the Company shall be amended and restated at and as of the Effective Time to read be in its entirety the form of the Amended and Restated Certificate of Incorporation in the form attached hereto as set forth in Exhibit B hereto and, C and as so amended, amended shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with Applicable LawCorporation.
Appears in 1 contract
Certificate of Incorporation. The At the Effective Time, the certificate of incorporation of the Company shall be amended at the Effective Time so as to read in its entirety as set forth in Exhibit B hereto and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with Applicable Lawits terms and as provided by applicable Law (subject to Section 6.7).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Wyeth)
Certificate of Incorporation. The At the Effective Time, the certificate of incorporation of the Company shall be amended at the Effective Time to read in its entirety and restated as set forth in Exhibit B hereto and, as so amended, A and shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with Applicable Law.
Appears in 1 contract
Certificate of Incorporation. The At the Effective Time, the certificate of incorporation of the Company shall be amended at and restated as a result of the Effective Time Merger so as to read in its entirety as set forth in Exhibit B hereto and, as so amended, shall be the certificate of incorporation of the Surviving Corporation (the “Charter”), until duly amended in accordance with Applicable as provided therein or by applicable Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Material Sciences Corp)
Certificate of Incorporation. The At the Effective Time, the certificate of incorporation of the Company as in effect immediately prior to the Effective Time shall be amended at the Effective Time to read and restated in its entirety in the Merger to read as set forth in Exhibit B hereto A hereto, and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with Applicable LawCorporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Herley Industries Inc /New)
Certificate of Incorporation. The At the Effective Time, the certificate of incorporation of the Company shall shall, by virtue of the Merger, be amended at the Effective Time so as to read in its entirety as set forth in Exhibit B A annexed hereto and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with Applicable its terms and as provided by applicable Law.
Appears in 1 contract
Certificate of Incorporation. The certificate of incorporation of the Company shall be amended at the Effective Time to read in its entirety as set forth the certificate of incorporation of Merger Sub in Exhibit B hereto andeffect immediately prior to the Effective Time (which shall contain such provisions as are necessary to give full effect to the exculpation and indemnification provided for in Section 6.11 hereof), and as so amended, amended shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with Applicable Law.
Appears in 1 contract
Certificate of Incorporation. The certificate of incorporation of the Company Company, as in effect immediately prior to the Effective Time, shall be amended at and restated in it entirety to be Exhibit A to the Effective Time to read in its entirety Certificate of Merger attached hereto as set forth in Exhibit B hereto andA, and as so amended, amended and restated shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with Applicable Lawapplicable law.
Appears in 1 contract
Certificate of Incorporation. The certificate of incorporation of the Company shall be amended shall, at the Effective Time Time, be amended to read in its entirety as set forth in on Exhibit B hereto A and, as so amended, shall be the certificate of incorporation of the Surviving Corporation (the "SURVIVING CHARTER") until amended as provided in accordance with Applicable Lawthe Surviving Charter or by applicable Laws.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Wyndham International Inc)
Certificate of Incorporation. The certificate Certificate of incorporation Incorporation of the Company shall be amended at in the Effective Time Merger to read in its entirety as set forth in on Exhibit B H hereto and, as so amended, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter amended in accordance with Applicable Lawthe provisions thereof and hereof and applicable law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Heritage Propane Partners L P)
Certificate of Incorporation. The At the Effective Time, the certificate of incorporation of the Company shall be amended at by virtue of the Effective Time to read Merger in its entirety as the form set forth in on Exhibit B hereto and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with Applicable Lawas provided by applicable Law and such certificate of incorporation.
Appears in 1 contract
Samples: Transaction Agreement (S1 Corp /De/)
Certificate of Incorporation. The certificate of incorporation of the Company (the “Company Certificate of Incorporation”) shall be amended at the Effective Time to read be substantially in its entirety as the form set forth in Exhibit B hereto A and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with Applicable Law.
Appears in 1 contract
Certificate of Incorporation. The certificate of incorporation of At the Effective Time, the Company Certificate shall be amended at the Effective Time to read in its entirety as set forth in on Exhibit B A hereto and, and as so amended, amended shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with Applicable Lawas provided by the DGCL and such certificate of incorporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Superior Silver Mines Inc)
Certificate of Incorporation. The certificate Certificate of incorporation Incorporation of the Company Company, as in effect immediately prior to the Effective Time, shall be amended at as of the Effective Time to read in its entirety as set forth in on Exhibit B hereto and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with Applicable LawA to this Agreement.
Appears in 1 contract
Samples: Minimed Inc
Certificate of Incorporation. The certificate of incorporation of the Company shall be amended and restated, as a result of the Merger, at the Effective Time to read in its entirety in the form attached hereto as set forth in Exhibit B hereto A and, as so amendedamended and restated, shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with Applicable Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sportsman's Warehouse Holdings, Inc.)
Certificate of Incorporation. The certificate of incorporation of the Company Surviving Corporation shall be amended at the Effective Time to read in its entirety as set forth in on Exhibit B hereto and, as so amended, shall be A to this Agreement (the certificate of incorporation of the Surviving Corporation until amended in accordance with Applicable Law“Charter Amendment”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Boston Restaurant Associates Inc)
Certificate of Incorporation. The At the Effective Time, the certificate of incorporation of the Company shall be amended at the Effective Time to read in its entirety as set forth the certificate of incorporation of Merger Sub as in Exhibit B hereto effect immediately prior to the Effective Time, and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until after the Effective Time, and thereafter may be amended in accordance with Applicable as provided therein or by applicable Law.
Appears in 1 contract
Certificate of Incorporation. The At the Effective Time, the amended and restated certificate of incorporation of the Company shall be amended at the Effective Time to read in its entirety as set forth in Exhibit B hereto andA, and as so amended, amended shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with as provided therein or by Applicable Law.
Appears in 1 contract
Samples: Escrow Agreement (Polymer Group Inc)
Certificate of Incorporation. The certificate of incorporation of the Company Surviving Corporation shall be amended at the Effective Time to read in its entirety as set forth in on Exhibit B hereto and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with Applicable LawA to this Agreement.
Appears in 1 contract
Certificate of Incorporation. The certificate Certificate of incorporation Incorporation of the Company shall be amended at the Effective Time be amended to read in its entirety in the same manner as set forth in Exhibit B hereto and, as so amended, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation Merger Subsidiary until amended in accordance with Applicable Lawapplicable law, except that the name of the Surviving Corporation shall be changed to the current name of the Company.
Appears in 1 contract
