The Certificate of Incorporation. At the Effective Time, the certificate of incorporation of the Surviving Corporation (the “Charter”) shall be amended in its entirety to read as set forth in Exhibit A hereto, until thereafter amended as provided therein or by applicable Law.
Appears in 8 contracts
Sources: Merger Agreement (Solera Holdings, Inc), Agreement and Plan of Merger (Exelon Corp), Agreement and Plan of Merger (Potomac Electric Power Co)
The Certificate of Incorporation. At the Effective Time, the certificate of incorporation of the Surviving Corporation (the “"Charter”") shall be amended in its entirety to read as set forth in Exhibit A hereto, until thereafter amended as provided therein or by applicable Law.
Appears in 4 contracts
Sources: Merger Agreement (At&t Wireless Services Inc), Agreement and Plan of Merger (Cingular Wireless LLC), Agreement and Plan of Merger (Cingular Wireless LLC)
The Certificate of Incorporation. At the Effective Time, the certificate of incorporation of the Surviving Corporation (the “Charter”) shall shall, by virtue of the Merger, be amended and restated in its entirety as follows to read as set forth in on Exhibit A hereto1, and such amended and restated charter shall become the certificate of incorporation of the Surviving Corporation until thereafter amended as provided therein or by in accordance with applicable Law.
Appears in 2 contracts
Sources: Merger Agreement (Viking Systems Inc), Agreement and Plan of Merger (Conmed Corp)
The Certificate of Incorporation. At the Effective Time, the certificate of incorporation of the Surviving Corporation Company (the “Charter”) shall be amended and restated in its entirety to read as set forth in Exhibit EXHIBIT A hereto, and such amended and restated Charter shall serve as the certificate of incorporation of the Surviving Corporation until thereafter amended as provided therein or by applicable Law.
Appears in 2 contracts
Sources: Merger Agreement (Shire PLC), Merger Agreement (Dyax Corp)
The Certificate of Incorporation. At the Effective Time, the certificate of incorporation of the Surviving Corporation (the “Charter”) shall be amended in its entirety to read as set forth in on Exhibit A hereto, until thereafter duly amended as provided therein or by applicable LawLaws (as defined in Section 5.1(i)).
Appears in 2 contracts
Sources: Merger Agreement (SBC Communications Inc), Merger Agreement (At&t Corp)
The Certificate of Incorporation. At the Effective Time, the certificate of incorporation of the Surviving Corporation (the “Charter”) shall be amended in its entirety to read be in the form attached hereto as set forth in Exhibit A heretoA, until thereafter amended as provided therein or by applicable LawLaw (subject to Section 5.10).
Appears in 2 contracts
Sources: Merger Agreement (Providence Equity Partners VI L P), Merger Agreement (Sra International Inc)
The Certificate of Incorporation. At the Effective Time, the certificate of incorporation of the Surviving Corporation Company (the “Charter”) shall shall, by virtue of the Merger, be amended and restated in its entirety to read as set forth in on Exhibit A hereto, and such amended and restated Charter shall become the certificate of incorporation of the Surviving Corporation, until thereafter duly amended as provided therein or by applicable Law.
Appears in 2 contracts
Sources: Merger Agreement (Optimer Pharmaceuticals Inc), Merger Agreement (Cubist Pharmaceuticals Inc)
The Certificate of Incorporation. At As of the Effective Time, the certificate of incorporation of the Surviving Corporation (the “Charter”“) shall be amended in its entirety to read as set forth in Exhibit A heretoAnnex B which Parent shall provide to the Company prior to the Closing and which shall be reasonably satisfactory to the Company, until thereafter amended (subject to Section 6.12(b)) as provided therein or by applicable Law.
Appears in 1 contract
The Certificate of Incorporation. At the Effective Time, the certificate of incorporation of the Surviving Corporation (the “Charter”) shall be amended and restated in its entirety to read as set forth in Exhibit A heretoA, until thereafter amended, restated or amended and restated as provided therein or by applicable Law, in each case consistent with the obligations set forth in Section 7.11.
Appears in 1 contract
The Certificate of Incorporation. At the Effective Time, the certificate of incorporation of the Surviving Corporation (the “Charter”) shall be amended in its entirety to read as set forth in Exhibit EXHIBIT A hereto, until thereafter amended as provided therein or by applicable LawLaws.
Appears in 1 contract
Sources: Merger Agreement (CSC Holdings LLC)
The Certificate of Incorporation. At the Effective Time, the certificate of incorporation of the Surviving Corporation (the “Charter”) shall be amended in its entirety to read as set forth in Exhibit A B hereto, until thereafter amended as provided therein or by applicable Law.
Appears in 1 contract
The Certificate of Incorporation. At the Effective Time, the certificate of incorporation of the Surviving Corporation (the “Charter”) shall be amended in its entirety to read as be substantially consistent with the terms set forth in Exhibit A I hereto, until thereafter amended as provided therein or by applicable Law.
Appears in 1 contract
The Certificate of Incorporation. At the Effective Time, the certificate of incorporation of the Surviving Corporation (the “CharterCertificate of Incorporation”) shall be amended and restated in its entirety to read as set forth in Exhibit A heretoA, and as such shall be the Certificate of Incorporation until thereafter amended as provided therein or by applicable Law, subject to Section 6.11.
Appears in 1 contract