Certificate of Incorporation and By-laws of the Surviving Corporation. (a) At the Effective Time, the restated certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, shall be amended and restated to read in its entirety as set forth in Exhibit A attached hereto and incorporated by reference herein, and, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation, until thereafter amended in accordance with the provisions thereof and hereof and applicable law.
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Samples: Ii Agreement and Plan of Merger (Luxottica Group Spa), Agreement and Plan of Merger (Cole National Corp /De/)
Certificate of Incorporation and By-laws of the Surviving Corporation. (a) At the Effective Time, the restated The certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, Surviving Corporation shall be amended and restated to read in its entirety as set forth in Exhibit EXHIBIT A attached hereto and incorporated by reference herein, and, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation, 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 hereof and Effective Time shall be the by-laws of the Surviving Corporation until thereafter amended or restated as provided therein or by applicable law.
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Samples: Agreement and Plan of Merger (Front Porch Digital Inc), Agreement and Plan of Merger (Front Porch Digital Inc)
Certificate of Incorporation and By-laws of the Surviving Corporation. (a) At the Effective Time, the restated certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, shall be amended and restated to read in its entirety as set forth in Exhibit A attached hereto and incorporated by reference herein, and, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation, Corporation shall be amended and restated in its entirety to be in the form attached hereto as Exhibit B until thereafter amended as provided therein or by applicable Law (subject to Section 5.06). The parties hereto shall take all requisite action so that, at the Effective Time, the by-laws of the Surviving Corporation shall be amended and restated in accordance with their entirety to be in the provisions thereof and hereof and form attached hereto as Exhibit C until thereafter amended as provided therein or by applicable lawLaw (subject to Section 5.06).
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Certificate of Incorporation and By-laws of the Surviving Corporation. (a) At and after the Effective Time, the restated certificate of incorporation and bylaws of the CompanySurviving Corporation shall be amended to read in their entirety the same as the certificate of incorporation and bylaws of the Merger Sub, each as in effect immediately prior to the Effective Time, except that the name of the Surviving Corporation shall be amended Cordant Holdings Corporation, and restated to read in its entirety as set forth in Exhibit A attached hereto the certificate of incorporation and incorporated by reference herein, andbylaws, as so amended and restatedamended, shall be the certificate of incorporation and bylaws, respectively, of the Surviving Corporation, until thereafter amended in accordance with the provisions thereof and hereof and applicable as provided therein or by law.
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