The Certificate of Incorporation. At the Effective Time, the certificate of incorporation of the Company, as in effect immediately prior to the Effective Time and as amended and restated in its entirety by the Certificate of Merger to conform to the certificate of incorporation of Purchaser (other than the name of the Company, which shall remain unchanged), shall be the certificate of incorporation of the Surviving Corporation, until thereafter amended as provided therein or under the DGCL.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Invitrogen Corp), Agreement and Plan of Merger (Informax Inc), Agreement and Plan of Merger (Invitrogen Corp)
The Certificate of Incorporation. At the Effective Time, the The certificate of incorporation of the Company, Company as in effect immediately prior to the Effective Time and as amended and restated in its entirety by the Certificate of Merger to conform to the certificate of incorporation of Purchaser (other than the name of the Company, which shall remain unchanged), shall be the certificate of incorporation of the Surviving CorporationCorporation (the “Charter”), until thereafter duly amended as provided therein or under the DGCLby applicable Law.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (At&t Inc.), Agreement and Plan of Merger (Prime Resource Inc), Agreement and Plan of Merger (Leap Wireless International Inc)
The Certificate of Incorporation. At the Effective Time, the The certificate of incorporation of the Company, Company as in effect immediately prior to the Effective Time and as amended and restated in its entirety by the Certificate of Merger to conform to the certificate of incorporation of Purchaser (other than the name of the Company, which shall remain unchanged), shall be the certificate of incorporation of the Surviving CorporationCorporation (the "Charter"), until thereafter duly amended as provided therein or under the DGCLand by applicable law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (American General Corp /Tx/), Agreement and Plan of Merger (Western National Corp)
The Certificate of Incorporation. At the Effective Time, the The certificate of incorporation of the Company, Company as in effect immediately prior to the Effective Time and as amended and restated in its entirety by the Certificate of Merger to conform to the certificate of incorporation of Purchaser (other than the name of the Company, which shall remain unchanged), shall be the certificate of incorporation of the Surviving CorporationCorporation (the "Charter"), until thereafter duly amended as provided therein or under the DGCLby applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (SBC Communications Inc), Agreement and Plan of Merger (BBM Holdings, Inc.)
The Certificate of Incorporation. At The certificate of incorporation of the Company in effect immediately prior to the Effective Time shall, from and after the Effective Time, be the certificate of incorporation of the Surviving Corporation until duly amended as provided therein or by applicable law; provided, however, that at the Effective Time, the certificate of incorporation of the Company, as in effect immediately prior to the Effective Time and as Surviving Corporation shall be amended and restated in its entirety by the Certificate form of Merger Attachment A to conform to the certificate of incorporation of Purchaser (other than the name of the Company, which shall remain unchanged), shall be the certificate of incorporation of the Surviving Corporation, until thereafter amended as provided therein or under the DGCL.Exhibit B.
Appears in 1 contract
The Certificate of Incorporation. At the Effective Time, the certificate of incorporation of the Company, Surviving Corporation (the “Charter”) shall be the certificate of incorporation of the Company as in effect immediately prior to the Effective Time and as amended and restated in its entirety by the Certificate of Merger to conform to the certificate of incorporation of Purchaser (other than the name of the Company, which shall remain unchanged), shall be the certificate of incorporation of the Surviving CorporationTime, until thereafter amended as provided therein or under the DGCLby applicable Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Dobson Communications Corp)
The Certificate of Incorporation. At the Effective Time, the The certificate of incorporation of the Company, Company as in effect immediately prior to the Effective Time and as amended and restated in its entirety by the Certificate of Merger to conform to the certificate of incorporation of Purchaser (other than the name of the Company, which shall remain unchanged), shall be the certificate of incorporation of the Surviving CorporationCorporation (the “Charter”), until thereafter amended as provided therein or under the DGCLby applicable Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Terraform Global, Inc.)
