Common use of The Certificate of Incorporation Clause in Contracts

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 be identical to the certificate of incorporation of Merger Sub, until thereafter amended as provided therein or by applicable Law (as defined in Section 5.1(i)).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Valeant Pharmaceuticals International, Inc.), Agreement and Plan of Merger (Medicis Pharmaceutical Corp)

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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 to be identical to read as set forth on Annex B, and such amended and restated Charter shall become the certificate of incorporation of Merger Sub, the Surviving Corporation until thereafter amended as provided therein or by in accordance with the applicable Law (as defined in Section 5.1(i))provisions of the DGCL.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Pharmasset Inc), Agreement and Plan of Merger (Gilead Sciences Inc)

The Certificate of Incorporation. At the Effective Time, the certificate of incorporation of the Surviving Corporation (the "Charter") shall be be, by virtue of the Merger, amended and restated in its entirety to be identical to in the form of the certificate of incorporation of Merger SubSub (except with respect to the name of the Surviving Corporation, which from and after the Effective Time shall be the name of the Company), until thereafter amended as provided therein or by applicable Law (as defined in Section 5.1(i))Law.

Appears in 1 contract

Samples: Vi Agreement and Plan of Merger (Interline Brands, Inc./De)

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 be identical in the form of (except with respect to the name of the Company) the certificate of incorporation of Merger Sub, until thereafter amended as provided therein or by applicable Law (as defined in subject to Section 5.1(i)6.11).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ims Health Inc)

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 in its entirety and restated to be identical to the certificate of incorporation of Merger SubSub in effect immediately prior to the Effective Time, until thereafter amended as provided therein or by applicable Law (as defined in Section 5.1(i))Law, except that the name of the Surviving Corporation shall be “In2Bones Global, Inc.”.

Appears in 1 contract

Samples: Agreement and Plan of Merger (CONMED Corp)

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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 to be identical to read as set forth in Exhibit 1, and such amended and restated charter shall become the certificate of incorporation of Merger Sub, the Surviving Corporation until thereafter amended as provided therein or by in accordance with applicable Law (as defined in Section 5.1(i)5.1(k)(i) below).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Conmed Corp)

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 in its entirety and restated to be identical to the certificate of incorporation of Merger SubSub in effect immediately prior to the Effective Time, until thereafter amended as provided therein or by applicable Law (as defined in Section 5.1(i)).Law, except that the name of the Surviving Corporation shall be “Biorez, Inc.”

Appears in 1 contract

Samples: Agreement and Plan of Merger (CONMED Corp)

The Certificate of Incorporation. At the Effective Time, the certificate of incorporation of the Surviving Corporation (the “Charter”) shall be be, by virtue of the Merger, amended and restated in its entirety to be identical to in the form of the certificate of incorporation of Merger SubSub (except with respect to the name of the Surviving Corporation, which from and after the Effective Time shall be the name of the Company), until thereafter amended as provided therein or by applicable Law (as defined in Section 5.1(i))Law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Aly Nauman A)

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