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

Organizational Documents of the Surviving Corporation. At the Effective Time, and subject to compliance with Section 6.4(a), the Andrew Charter (as defined in Section 4.1(b)) shall be amended and restated in its entirety to be identical to the certificate of incorporation of Merger Sub in the form attached as Exhibit A hereto, and such amended Andrew Charter shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the DGCL and as provided in such certificate of incorporation; provided, however, that, at the Effective Time, Article 1 of the certificate of incorporation of the Surviving Corporation shall be amended and restated in its entirety to read as follows: “The name of the corporation is Andrew Corporation.” After the Effective Time, the authorized capital stock of the Surviving Corporation shall consist of 1,000 shares of common stock, par value $0.01 per share. At the Effective Time, the Andrew By-Laws (as defined in Section 4.1(b)) shall be amended and restated in their entirety to be identical to the By-Laws of Merger Sub, as in effect immediately prior to the Effective Time, in the form attached as Exhibit B hereto, and such By-Laws shall be the By-Laws of the Surviving Corporation until thereafter amended in accordance with the DGCL and as provided in such By-Laws.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Andrew Corp), Agreement and Plan of Merger (Commscope Inc)

Organizational Documents of the Surviving Corporation. At the Effective Time, and subject to compliance with Section 6.4(a), the Andrew Charter (as defined in Section 4.1(b)) shall be amended and restated in its entirety to be identical to the certificate of incorporation of Merger Sub in the form attached as Exhibit A hereto, and such amended Andrew Charter shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the DGCL and as provided in such certificate of incorporation; provided, however, that, at the Effective Time, Article 1 I of the certificate of incorporation of the Surviving Corporation shall be amended and restated in its entirety to read as follows: “The name of the corporation is Andrew Corporation.” After the Effective Time, the authorized capital stock of the Surviving Corporation shall consist of 1,000 shares of common stock, par value $0.01 per share. At the Effective Time, the Andrew By-Laws (as defined in Section 4.1(b)) shall be amended and restated in their entirety to be identical to the By by- Laws laws of Merger Sub, as in effect immediately prior to the Effective Time, in the form attached as Exhibit B hereto, and such By by- Laws laws shall be the By by- Laws laws of the Surviving Corporation until thereafter amended in accordance with the DGCL and as provided in such By by- Laws laws.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Andrew Corp), Agreement and Plan of Merger (Adc Telecommunications Inc)

Organizational Documents of the Surviving Corporation. At the Effective Time, and subject to compliance with Section 6.4(a), the Andrew Belden Charter (as defined in Section 4.1(b)) shall be amended and restated in its entirety to be identical to the certificate of incorporation of Merger Sub in the form attached as Exhibit A hereto, and such amended Andrew Belden Charter shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the DGCL and as provided in such certificate of incorporation; provided, however, that, that at the Effective Time, Article 1 I of the certificate of incorporation of the Surviving Corporation shall be amended and restated in its entirety to read as follows: "The name of the corporation is Andrew Corporation.” Belden Inc." After the Effective Time, the authorized capital stock of the Surviving Corporation shall consist of 1,000 100 shares of common stock, par value $ 0.01 .01 per share. At the Effective Time, the Andrew Belden By-Laws (as defined in Section 4.1(b)) shall be amended and restated in their entirety to be identical to the By by- Laws laws of Merger Sub, as in effect immediately prior to the Effective Time, in the form attached as Exhibit B hereto, hereto and such By by- Laws laws shall be the By by- Laws laws of the Surviving Corporation until thereafter amended in accordance with the DGCL and as provided in such By by- Laws laws.

Appears in 1 contract

Samples: Cable Design Technologies Corp

Organizational Documents of the Surviving Corporation. At the Effective Time, and subject to compliance with Section 6.4(a), the Andrew Biogen Charter (as defined in Section 4.1(b 3.1(a)(ii)) shall be amended and restated in its entirety to be identical to the certificate articles of incorporation organization of Merger Sub Sub, as in effect immediately prior to the form attached as Exhibit A hereto Effective Time, and such amended Andrew Charter shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the DGCL MBCL and as provided in such certificate articles of incorporation organization; provided, however, that, that at the Effective Time, Article 1 I of the certificate articles of incorporation organization of the Surviving Corporation shall be amended and restated in its entirety to read as follows: "The name of the corporation is Andrew Corporation.” Biogen, Inc." After the Effective Time, the authorized capital stock of the Surviving Corporation shall consist of 1,000 shares of common stock, par value $ 0.01 .01 per share. At the Effective Time, the Andrew Biogen By-Laws (as defined in Section 4.1(b 3.1(a)(ii)) shall be amended and restated in their entirety to be identical to the By by- Laws laws of Merger Sub, as in effect immediately prior to the Effective Time, in the form attached as Exhibit B hereto, and such By-Laws shall be the By-Laws of the Surviving Corporation until thereafter amended in accordance with the DGCL MBCL and as provided in such By by- Laws laws.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Idec Pharmaceuticals Corp / De)

Organizational Documents of the Surviving Corporation. At the Effective Time, and subject to compliance with Section 6.4(a), the Andrew Biogen Charter (as defined in Section 4.1(b 3.1(a)(ii)) shall be amended and restated in its entirety to be identical to the certificate articles of incorporation organization of Merger Sub Sub, as in effect immediately prior to the form attached as Exhibit A hereto Effective Time, and such amended Andrew Charter shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the DGCL MBCL and as provided in such certificate articles of incorporation organization; provided, however, that, that at the Effective Time, Article 1 I of the certificate articles of incorporation organization of the Surviving Corporation shall be amended and restated in its entirety to read as follows: “The name of the corporation is Andrew Corporation. Biogen, Inc.” After the Effective Time, the authorized capital stock of the Surviving Corporation shall consist of 1,000 shares of common stock, par value $ 0.01 .01 per share. At the Effective Time, the Andrew Biogen By-Laws (as defined in Section 4.1(b 3.1(a)(ii)) shall be amended and restated in their entirety to be identical to the By by- Laws laws of Merger Sub, as in effect immediately prior to the Effective Time, in the form attached as Exhibit B hereto, and such By-Laws shall be the By-Laws of the Surviving Corporation until thereafter amended in accordance with the DGCL MBCL and as provided in such By by- Laws laws.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Biogen Inc)