The Certificate of Incorporation. The certificate of incorporation of Merger Sub in effect immediately prior to the Effective Time shall, from and after the Effective Time, be the certificate of incorporation of the Surviving Corporation (the "SURVIVING CHARTER"), until duly amended as provided in the Surviving Charter or by applicable law.
Appears in 6 contracts
Sources: Merger Agreement (Metromedia International Group Inc), Merger Agreement (Metromedia International Group Inc), Merger Agreement (PLD Telekom Inc)
The Certificate of Incorporation. The certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time shall, from and after the Effective Time, shall be the certificate of incorporation of the Surviving Corporation (the "SURVIVING CHARTER"“Charter”), until duly amended as provided in the Surviving Charter therein or by applicable lawLaw.
Appears in 2 contracts
Sources: Merger Agreement (Verifone Systems, Inc.), Merger Agreement (Hypercom Corp)
The Certificate of Incorporation. The certificate of incorporation of Merger Sub in effect immediately prior to the Effective Time shall, from and after the Effective Time, be the certificate of incorporation of the Surviving Corporation (the "SURVIVING CHARTER"), until duly amended as provided in the Surviving Charter therein or by applicable law.; provided, however, that at the Effective Time, the certificate of incorporation of the Surviving Corporation shall be amended so that the name of the Surviving Corporation shall be "Blaze Software, Inc."
Appears in 2 contracts
Sources: Merger Agreement (Blaze Software Inc), Merger Agreement (Brokat Infosystems Ag)
The Certificate of Incorporation. The certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time shall, from and after the Effective Time, shall be the certificate of incorporation of the Surviving Corporation (the "SURVIVING CHARTERCharter"), until duly amended as provided in the Surviving Charter therein or by applicable law.
Appears in 2 contracts
Sources: Merger Agreement (Premark International Inc), Merger Agreement (Premark International Inc)
The Certificate of Incorporation. The certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time shall, from and after the Effective Time, shall be the certificate of incorporation of the Surviving Corporation (the "SURVIVING CHARTERCharter"), until duly amended as provided in therein or by applicable law; provided, however, that if the Surviving Average Parent Share Price is less than the Floor Price and Parent shall elect that Merger Sub merge with and into the Company at the Effective Time, the Charter shall be amended and restated to be identical to the certificate of incorporation of Merger Sub until duly amended as provided therein or by applicable law.
Appears in 2 contracts
Sources: Merger Agreement (CSC Holdings Inc), Merger Agreement (Clearview Cinema Group Inc)
The Certificate of Incorporation. The certificate of incorporation of Merger Sub in effect immediately prior to at the Effective Time shall, from and after the Effective Time, shall be the certificate of incorporation of the Surviving Corporation (the "SURVIVING CHARTER"“Charter”), until duly thereafter amended as provided in the Surviving Charter therein or by applicable lawLaw.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Novartis Ag), Merger Agreement (Chiron Corp)
The Certificate of Incorporation. The certificate of incorporation of the Merger Sub in effect immediately prior to the Effective Time shall, from and after the Effective Time, be the certificate of incorporation of the Surviving Corporation (the "SURVIVING CHARTER"), until duly amended as provided in the Surviving Charter or by applicable law.
Appears in 1 contract
The Certificate of Incorporation. The certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time shall, from and after the Effective Time, shall be the certificate of incorporation of the Surviving Corporation (the "SURVIVING CHARTER"), until duly amended as provided in therein or by applicable law; PROVIDED, HOWEVER, that if the Surviving Average Parent Share Price is less than the Floor Price and Parent shall elect that Merger Sub merge with and into the Company at the Effective Time, the Charter shall be amended and restated to be identical to the certificate of incorporation of Merger Sub until duly amended as provided therein or by applicable law.
Appears in 1 contract
The Certificate of Incorporation. The certificate of incorporation of Merger Sub in effect immediately prior to at the Effective Time shall, from and after the Effective Time, shall be the certificate of incorporation of the Surviving Corporation (the "SURVIVING CHARTER"), until duly thereafter amended as provided in the Surviving Charter therein or by applicable lawLaw.
Appears in 1 contract
The Certificate of Incorporation. The certificate of incorporation of Merger Sub set forth in Exhibit A as in effect immediately prior to the Effective Time shall, from and after the Effective Time, shall be the certificate of incorporation of the Surviving Corporation (the "SURVIVING CHARTERCharter"), until duly amended as provided in the Surviving Charter therein or by applicable lawLaw.
Appears in 1 contract
Sources: Merger Agreement (Bp Amoco PLC)
The Certificate of Incorporation. The At the Effective Time, the certificate of incorporation of Merger Sub Sub, as in effect immediately prior to the Effective Time shall, from and after the Effective Time, shall be the certificate of incorporation of the Surviving Corporation (the "SURVIVING CHARTER"“Charter”), until duly amended as provided in the Surviving Charter therein or by applicable lawLaw.
Appears in 1 contract
Sources: Merger Agreement (Netgear Inc)
The Certificate of Incorporation. The certificate of incorporation of the Merger Sub as in effect immediately prior to the Effective Time shall, from and after the Effective Time, shall be the certificate of incorporation of the Surviving Corporation (the "SURVIVING CHARTERCharter"), until duly thereafter amended as provided in the Surviving Charter therein or by applicable law.
Appears in 1 contract
The Certificate of Incorporation. The At the Effective Time, the certificate of incorporation of Merger Sub in effect immediately prior to the Effective Time shall, from and after the Effective Time, shall be the certificate of incorporation (the “Certificate of Incorporation”) of the Surviving Corporation (the "SURVIVING CHARTER")Corporation, until duly thereafter amended as provided in the Surviving Charter therein or by applicable lawLaw, except that references to the name of Merger Sub shall be replaced by the name of the Surviving Corporation.
Appears in 1 contract
Sources: Merger Agreement (Athenahealth Inc)
The Certificate of Incorporation. The certificate of incorporation of Merger Sub in effect immediately prior to the Effective Time shall, from and after the Effective Time, be the certificate of incorporation of the Surviving Corporation (the "SURVIVING CHARTER"), until duly amended as provided in the Surviving Charter therein or by applicable law; provided, however, that the Certificate of Merger shall provide that, at the Effective Time, the certificate of incorporation of the Surviving Corporation shall be amended so that the name of the Surviving Corporation shall be HAHT Commerce, Inc., or such other name as designated by Parent prior to Closing.
Appears in 1 contract
Sources: Merger Agreement (GXS Corp)
The Certificate of Incorporation. The certificate of incorporation of -------------------------------- Merger Sub as in effect immediately prior to the Effective Time shall, from and after the Effective Time, shall be the certificate of incorporation of the Surviving Corporation (the "SURVIVING CHARTERCharter"), until ------- duly amended as provided in the Surviving Charter therein or by applicable law.
Appears in 1 contract
Sources: Merger Agreement (Alza Corp)