Certificate of Incorporation and By-laws of the Surviving Corporation. (a) At the Effective Time, the certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and applicable Law.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Energy Transfer Equity, L.P.), Agreement and Plan of Merger (Southern Union Co), Agreement and Plan of Merger (Southern Union Co)
Certificate of Incorporation and By-laws of the Surviving Corporation. (a) At The Amended and Restated Certificate of Incorporation of the Effective Time, the certificate of incorporation of Merger SubCompany, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and as provided therein or by applicable Lawlaw.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Refco Inc.), Agreement and Plan of Merger (Refco Inc.), Agreement and Plan of Merger (Refco Inc.)
Certificate of Incorporation and By-laws of the Surviving Corporation. (a) At As of the Effective Time, the certificate of incorporation and by-laws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation and by-laws of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and as provided therein or by applicable LawLaw (subject to Section 5.7 hereof).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Ulticom, Inc), Agreement and Plan of Merger (Ulticom, Inc), Agreement and Plan of Merger (Ulticom, Inc)
Certificate of Incorporation and By-laws of the Surviving Corporation. (a) At the Effective Time, the certificate The Certificate of incorporation Incorporation of Merger Sub, Sub as in effect immediately prior to the Effective Time, Time shall be become the certificate Certificate of incorporation Incorporation of the Surviving Corporation until after the Effective Time, and thereafter may be amended in accordance with as provided therein and as permitted by the provisions thereof DGCL and applicable Lawthis Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Beazer Homes Usa Inc), Agreement and Plan of Merger (Beazer Homes Usa Inc), Agreement and Plan of Merger (Crossmann Communities Inc)
Certificate of Incorporation and By-laws of the Surviving Corporation. (a) At the Effective Time, the certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation, except that the name of the Surviving Corporation shall be “Southern Union Company”, until thereafter amended in accordance with the provisions thereof and applicable Law.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Williams Companies Inc), Agreement and Plan of Merger (Williams Companies Inc), Agreement and Plan of Merger (Williams Companies Inc)
Certificate of Incorporation and By-laws of the Surviving Corporation. (a) At the Effective Time, the The amended and restated certificate of incorporation of Merger Subthe Company, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and as provided therein or by applicable Lawlaw.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (STR Holdings (New) LLC), Agreement and Plan of Merger (STR Holdings, Inc.)
Certificate of Incorporation and By-laws of the Surviving Corporation. (a) At the Effective Time, the certificate of incorporation of Merger Subthe Company, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and as provided therein or by applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (NextWave Wireless Inc.), Agreement and Plan of Merger (Comprehensive Care Corp)
Certificate of Incorporation and By-laws of the Surviving Corporation. (a) At Unless otherwise determined by Parent prior to the Effective Time, at the certificate Effective Time the Restated Certificate of incorporation Incorporation of Merger Subthe Company, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation Corporation, until thereafter amended as provided by law and such certificate of incorporation; provided, however, that, at the Effective Time, the Restated Certificate of Incorporation of the Company shall be amended in accordance with its entirety to be substantially identical to the provisions thereof and applicable Lawcertificate of incorporation of the Purchaser.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (GKN North America Inc), Agreement and Plan of Merger (Interlake Corp)
Certificate of Incorporation and By-laws of the Surviving Corporation. (a) At the Effective Time, the The certificate of incorporation of Merger Sub, as in effect immediately prior to before the Effective Time, shall will be the certificate of incorporation of the Surviving Corporation until thereafter amended as of the Effective Time. The Merger Sub By-Laws, as in accordance with effect immediately before the provisions thereof and applicable LawEffective Time, will be the by-laws of the Surviving Corporation as of the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (M&t Bank Corp), Agreement and Plan of Merger (Partners Trust Financial Group Inc)
Certificate of Incorporation and By-laws of the Surviving Corporation. (a) At The Certificate of Incorporation of the Effective Time, the certificate of incorporation of Merger SubCompany, as in effect immediately prior to the Effective Time, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation Corporation, until thereafter amended in accordance with the provisions thereof and hereof and applicable Lawlaw.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Great Universal Acquisition Corp), Agreement and Plan of Merger (Metromail Corp)
Certificate of Incorporation and By-laws of the Surviving Corporation. (a) At the Effective Time, the certificate of incorporation of Merger Sub, Sub as in effect immediately prior to the Effective Time, Time shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and hereof and applicable Law, in each case consistent with the obligations set forth in Section 5.12.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Rri Energy Inc), Agreement and Plan of Merger (Mirant Corp)
Certificate of Incorporation and By-laws of the Surviving Corporation. (a) At the Effective Time, the The certificate of incorporation of Merger Subthe Company, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof thereof, hereof and applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Dionex Corp /De), Agreement and Plan of Merger (Thermo Fisher Scientific Inc.)
Certificate of Incorporation and By-laws of the Surviving Corporation. (a) At the Effective Time, the certificate of incorporation and the by-laws of Merger Sub, Sub as in effect immediately prior to the Effective Time, Time shall be the certificate of incorporation and the by-laws of the Surviving Corporation Corporation, until thereafter amended in accordance with applicable Law and the provisions thereof and applicable Lawterms of the Transaction Agreements.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Keyw Holding Corp), Agreement and Plan of Merger (Convergys Corp)
Certificate of Incorporation and By-laws of the Surviving Corporation. (a) At the Effective Time, (i) the certificate Certificate of incorporation Incorporation of Merger Sub, Sub as in effect immediately prior to the Effective Time, Time shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Certificate of Incorporation and (ii) the By-Laws of Sub as in accordance with effect immediately prior to the provisions thereof Effective Time shall be the By-Laws of the Surviving Corporation until thereafter amended as provided by law, the Certificate of Incorporation of the Surviving Corporation and applicable Lawsuch By-Laws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Telescan Inc), Agreement and Plan of Merger (Newmedia Spark PLC)
Certificate of Incorporation and By-laws of the Surviving Corporation. (a) At the Effective Time, (i) the certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be become the certificate of incorporation of the Surviving Corporation until thereafter amended as provided by law and such certificate of incorporation and (ii) the by-laws of Merger Sub as in accordance with effect immediately prior to the provisions thereof Effective Time shall be the by-laws of the Surviving Corporation until thereafter amended as provided by law, the certificate of incorporation of the Surviving Corporation and applicable Lawsuch by-laws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (United Water Resources Inc), Agreement and Plan of Merger (Lyonnaise American Holding Inc Et Al)
Certificate of Incorporation and By-laws of the Surviving Corporation. (a) At the Effective Time, the certificate The Certificate of incorporation Incorporation of Merger Sub, Sub as in effect immediately prior to the Effective TimeTime shall become, shall be without any further action on the certificate part of incorporation Parent, Merger Sub or the Company, the Certificate of Incorporation of the Surviving Corporation until from and after the Effective Time, and thereafter may be amended in accordance with the provisions thereof as provided therein and applicable Lawas permitted by law and this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hovnanian Enterprises Inc), Agreement and Plan of Merger (Hovnanian Enterprises Inc)
Certificate of Incorporation and By-laws of the Surviving Corporation. (a) At the Effective Time, the The amended and restated certificate of incorporation of Merger Subthe Company, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof thereof, hereof and applicable Law, in each case consistent with the obligations set forth in Section 5.9.
Appears in 1 contract
Certificate of Incorporation and By-laws of the Surviving Corporation. (a) At the Effective Time, the The certificate of incorporation of Merger Sub, Sub as set forth in effect immediately prior to the Effective Time, Exhibit A attached hereto shall be the certificate of incorporation of the Surviving Corporation until thereafter amended or restated as provided therein or by applicable law. The by-laws of Merger Sub in accordance with effect immediately prior to the provisions thereof and Effective Time shall be the by-laws of the Surviving Corporation until thereafter amended or restated as provided therein or by applicable Lawlaw.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Incentra Solutions, Inc.)
Certificate of Incorporation and By-laws of the Surviving Corporation. (a) At the Effective Time, the The certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof thereof, hereof and applicable Law, in each case consistent with the obligations set forth in Section 5.9.
Appears in 1 contract
Certificate of Incorporation and By-laws of the Surviving Corporation. (a) At the Effective Time, the certificate of incorporation of Merger Sub, Sub as in effect immediately prior to the Effective Time, Time shall be the certificate of incorporation of the Surviving Corporation (except that references to Merger Sub’s name shall be replaced with references to the Surviving Corporation’s name) until thereafter amended in accordance with the provisions thereof and hereof and applicable Law, in each case consistent with the obligations set forth in Section 5.11.
Appears in 1 contract
Samples: Agreement and Plan of Merger (KLX Energy Services Holdings, Inc.)
Certificate of Incorporation and By-laws of the Surviving Corporation. (a) At the Effective Time, the The certificate of incorporation and the by-laws of the Merger Sub, Sub as in effect immediately prior to the Effective Time, Time shall be the certificate of incorporation and the by-laws of the Surviving Corporation, unless and until amended in accordance with applicable Law and the terms of this Agreement, except that the name of the Surviving Corporation until thereafter amended in accordance with shall be the provisions thereof and applicable Lawname of the Company.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Valeant Pharmaceuticals International, Inc.)
Certificate of Incorporation and By-laws of the Surviving Corporation. (a) At the Effective Time, the certificate of incorporation of Merger Subthe Company, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof thereof, this Agreement and applicable Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Energy Transfer Partners, L.P.)
Certificate of Incorporation and By-laws of the Surviving Corporation. (a) At the Effective Time, the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time shall be the certificate of incorporation of the Surviving Corporation, until thereafter amended as provided therein or by applicable law. The bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation bylaws of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and as provided therein or by applicable Lawlaw.
Appears in 1 contract
Certificate of Incorporation and By-laws of the Surviving Corporation. (a) At the Effective Time, the The certificate of incorporation of Merger Subthe Company, as in effect immediately prior to the Effective Time, shall be amended to read (except in respect of the name of the Company) the same as the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and as provided therein or by applicable Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Magellan Health Services Inc)
Certificate of Incorporation and By-laws of the Surviving Corporation. (a) At the Effective Time, the certificate of incorporation of Merger Sub, Sub as in effect immediately prior to the Effective Time, Time shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and hereof and applicable LawLegal Requirements.
Appears in 1 contract
Certificate of Incorporation and By-laws of the Surviving Corporation. (a) At the Effective Time, (i) the certificate of incorporation of Merger Sub, Sub as in effect immediately prior to the Effective TimeTime shall become the certificate of incorporation of the Surviving Corporation, until the same shall be amended in accordance with its terms and applicable Law, and (ii) the by-laws of Merger Sub as in effect immediately prior to the Effective Time shall become the by-laws of the Surviving Corporation until thereafter amended as provided by applicable Law, the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and applicable Lawsuch by-laws.
Appears in 1 contract
Certificate of Incorporation and By-laws of the Surviving Corporation. (a) At the Effective Time, the certificate Certificate of incorporation Incorporation and By-laws of the Merger Sub, as in effect immediately prior to the Effective Time, Sub shall be the certificate Certificate of incorporation Incorporation and Bylaws of the Surviving Corporation (the “Surviving Corporation Charter”) until thereafter amended in accordance with the provisions thereof and applicable Lawtheir terms.
Appears in 1 contract
Certificate of Incorporation and By-laws of the Surviving Corporation. (a) At the Effective Time, the certificate of incorporation of Merger Sub, Sub as in effect immediately prior to the Effective TimeTime (as attached hereto as Exhibit A), shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and hereof and applicable LawLegal Requirements.
Appears in 1 contract
Samples: Agreement of Merger and Plan of Reorganization (International Metals Streaming Corp.)
Certificate of Incorporation and By-laws of the Surviving Corporation. (a) At the Effective Time, the certificate of incorporation of Merger Sub, Sub as in effect immediately prior to the Effective Time, Time shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and hereof and applicable LawLegal Requirements, in each case consistent with the obligations set forth in Section 6.05.
Appears in 1 contract
Certificate of Incorporation and By-laws of the Surviving Corporation. (a) At the Effective Time, the certificate The Certificate of incorporation Incorporation and by-laws of Merger Sub, as in effect immediately prior to the Effective Time, shall be continue in full force and effect after the certificate Merger as the Certificate of incorporation Incorporation and by-laws of the Surviving Corporation Corporation, until thereafter duly amended in accordance with the provisions respective terms thereof and applicable Lawlaw.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Catellus Development Corp)
Certificate of Incorporation and By-laws of the Surviving Corporation. (a) At the Effective Time, the certificate of incorporation of Merger Sub, Sub as in effect immediately prior to the Effective Time, Time shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and hereof and applicable LawLegal Requirements, in each case consistent with the obligations set forth in Section 6.08.
Appears in 1 contract
Samples: Agreement and Plan of Merger (SafeStitch Medical, Inc.)
