Common use of Organizational Documents of the Surviving Corporation Clause in Contracts

Organizational Documents of the Surviving Corporation. At the Effective Time, the certificate of incorporation and the bylaws of the Surviving Corporation shall be amended and restated to be in the form of the certificate of incorporation and bylaws of Merger Sub as of the date of this Agreement until such certificate of incorporation and bylaws are thereafter amended and restated, subject to Section 8.12(a), in accordance with their respective terms and applicable Law.

Appears in 2 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (C&J Energy Services, Inc.)

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Organizational Documents of the Surviving Corporation. At the Effective Time, the certificate of incorporation and the bylaws of Merger Sub, as in effect immediately prior to the Surviving Corporation Effective Time, shall be amended and restated to be in the form of the certificate of incorporation and bylaws of Merger Sub as the Surviving Corporation, until thereafter amended in accordance with applicable Law and the applicable provisions of the date of this Agreement until such certificate of incorporation and bylaws are thereafter amended and restated, subject to Section 8.12(a), in accordance with their respective terms and applicable Lawbylaws.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Linear Technology Corp /Ca/), Agreement and Plan of Merger (Analog Devices Inc)

Organizational Documents of the Surviving Corporation. At the Effective Time, the certificate of incorporation and the bylaws of the Surviving Corporation shall be amended and restated to be in the form of the certificate of incorporation and bylaws of Merger Sub as of the date of this Agreement Agreement, except that the name of the Surviving Corporation shall be changed, until such certificate of incorporation and bylaws are thereafter amended and restated, subject to Section 8.12(a6.10(b), in accordance with their respective terms and applicable Law.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (EQT Corp), Agreement and Plan of Merger (Rice Energy Operating LLC)

Organizational Documents of the Surviving Corporation. At the Effective Time, by virtue of the Merger and without any action on the part of the parties hereto, the certificate of incorporation and the bylaws of the Surviving Corporation shall be amended and restated in their entirety to be in the form of identical to the certificate of incorporation and bylaws of Merger Sub Sub, as in effect immediately prior to the Effective Time, except that the name of the date Surviving Corporation shall be changed to the current name of this Agreement the Company, until such certificate of incorporation and bylaws are thereafter duly amended and restated, subject to Section 8.12(a), in accordance with their respective terms and as provided therein or by applicable Law.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (ironSource LTD), Agreement and Plan of Merger (Signet Jewelers LTD)

Organizational Documents of the Surviving Corporation. At the Effective Time, the The certificate of incorporation and the bylaws of Merger Sub, as in effect immediately prior to the Surviving Corporation Effective Time, shall be amended and restated to be in the form of the certificate of incorporation and bylaws of Merger Sub as of the date of this Agreement Surviving Corporation until such certificate of incorporation and bylaws are thereafter amended or repealed in accordance with the provisions thereof or by applicable Law (and restated, subject to Section 8.12(a6.6 hereof), in accordance with their respective terms and applicable Lawexcept that the name of the Surviving Corporation shall be the name of the Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Murphy USA Inc.)

Organizational Documents of the Surviving Corporation. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Merger Sub or the Company, the certificate of incorporation and the bylaws of the Surviving Corporation Company shall be amended and restated to in its entirety as set forth on Exhibit B hereto, and as so amended and restated shall be in the form of the certificate of incorporation and bylaws of Merger Sub as of the date of this Agreement Surviving Corporation, until such certificate of incorporation and bylaws are if thereafter amended in accordance with the provisions thereof and restated, applicable Law (subject to Section 8.12(a5.13), in accordance with their respective terms and applicable Law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Arotech Corp)

Organizational Documents of the Surviving Corporation. At the Effective Time, the certificate of incorporation and the bylaws by virtue of the Surviving Corporation Merger, the Company Certificate of Incorporation and bylaws, in each case as in effect immediately prior to the Effective Time, shall cease to have effect and shall be amended and restated to be in read the form of same as the certificate of incorporation and bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that the name of the date of this Agreement until such certificate of incorporation and bylaws are thereafter amended and restatedSurviving Corporation shall be “Vesicor, subject to Section 8.12(a), in accordance with their respective terms and applicable Law.Inc.”

Appears in 1 contract

Samples: Business Combination Agreement (Altitude Acquisition Corp.)

Organizational Documents of the Surviving Corporation. (a) At the Effective TimeTime and without any further action on the part of the Company or the Merger Sub, the certificate of incorporation and the bylaws of the Surviving Corporation (the “Surviving Corporation Charter”), shall be amended and restated so as to read in its entirety as set forth in Annex A to Exhibit A attached hereto and, as so amended, shall be in the form of the certificate of incorporation and bylaws of Merger Sub as of the date of this Agreement Surviving Corporation, until such certificate of incorporation and bylaws are thereafter duly amended and restated, subject to Section 8.12(a), in accordance with their respective terms the provisions thereof and applicable Law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (SITEL Worldwide Corp)

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Organizational Documents of the Surviving Corporation. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Merger Sub or the Company, the certificate of incorporation and the bylaws of the Surviving Corporation Company, as in effect immediately prior to the Effective Time, but as amended in the form attached as Exhibit C hereto, shall be amended and restated to be in the form of the certificate of incorporation and bylaws of Merger Sub as of the date of this Agreement Surviving Corporation until such certificate of incorporation and bylaws are thereafter further amended and restated, in accordance with applicable Law (subject to Section 8.12(a5.11), in accordance with their respective terms and applicable Law.

Appears in 1 contract

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

Organizational Documents of the Surviving Corporation. At Unless and until amended in accordance with applicable Law and the Effective Timeterms of this Agreement, subject to and without limiting Section 7.08, the certificate of incorporation and of the bylaws Corporation as in effect immediately prior to the Effective Time shall be the certificate of limited incorporation of the Surviving Corporation shall be amended and restated to be in the form of the certificate of incorporation and bylaws of Merger Sub as in effect immediately prior to the Effective Time shall be the bylaws of the date of this Agreement until such certificate of incorporation and bylaws are thereafter amended and restated, subject to Section 8.12(a), in accordance with their respective terms and applicable LawCorporation following the Effective Time.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Heico Corp)

Organizational Documents of the Surviving Corporation. (a) At the Effective TimeTime and without any further action on the part of the Company or the Merger Sub, the certificate of incorporation and the bylaws of the Surviving Corporation (the “Surviving Corporation Charter”), shall be amended and restated so as to read in its entirety as set forth on Exhibit A attached hereto and, as so amended, shall be in the form of the certificate of incorporation and bylaws of Merger Sub as of the date of this Agreement Surviving Corporation, until such certificate of incorporation and bylaws are thereafter duly amended and restated, subject to Section 8.12(a), in accordance with their respective terms the provisions thereof and applicable Law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Caci International Inc /De/)

Organizational Documents of the Surviving Corporation. At the Effective Time, by virtue of the certificate Merger, the Company Certificate of incorporation Incorporation and the bylaws of Company Bylaws, in each case as in effect immediately prior to the Surviving Corporation Effective Time, shall cease to have effect and shall be amended and restated in their entireties to be in the form of Surviving Corporation Charter and the certificate of incorporation and bylaws of Merger Sub as of the date of this Agreement Surviving Corporation Bylaws, respectively, until such certificate of incorporation and bylaws are thereafter supplemented or amended and restated, subject to Section 8.12(a), in accordance with their respective terms and applicable Lawthe DGCL.

Appears in 1 contract

Samples: Agreement and Plan of Merger (FS Development Corp. II)

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