Common use of Certificate of Incorporation and Bylaws Clause in Contracts

Certificate of Incorporation and Bylaws. The Certificate of Incorporation of Acquisition in effect at the Effective Time shall be the Certificate of Incorporation of the Surviving Corporation until amended in accordance with applicable law. The Bylaws of Acquisition in effect at the Effective Time shall be the Bylaws of the Surviving Corporation until amended in accordance with applicable law.

Appears in 8 contracts

Samples: Agreement and Plan of Merger (Applied Graphics Technologies Inc), Plan and Agreement of Merger (Prism Acquisition Subsidiary Inc), Agreement and Plan of Merger (Technitrol Inc)

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Certificate of Incorporation and Bylaws. The Certificate of Incorporation of Acquisition in effect at the Effective Time shall be the Certificate of Incorporation of the Surviving Corporation until amended in accordance with applicable lawApplicable Law. The Bylaws bylaws of Acquisition in effect at the Effective Time shall be the Bylaws bylaws of the Surviving Corporation until amended in accordance with applicable lawApplicable Law.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Coachmen Industries Inc), Agreement and Plan of Merger (Intel Corp), Agreement and Plan of Merger (DSP Communications Inc)

Certificate of Incorporation and Bylaws. The Certificate certificate of Incorporation incorporation of Acquisition in effect at the Effective Time shall be the Certificate certificate of Incorporation incorporation of the Surviving Corporation until amended in accordance with applicable law. The Bylaws bylaws of Acquisition in effect at the Effective Time shall be the Bylaws bylaws of the Surviving Corporation until amended in accordance with applicable law.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (St Jude Medical Inc), Agreement and Plan of Merger (Safeway Inc), Agreement and Plan of Merger (Carr Gottstein Foods Co)

Certificate of Incorporation and Bylaws. The Certificate certificate of Incorporation incorporation and bylaws of Acquisition in effect the Surviving Entity upon consummation of the Merger at the Effective Time shall be the Certificate certificate of Incorporation incorporation and bylaws of the Surviving Corporation until amended in accordance with applicable law. The Bylaws of Acquisition Enterprise as in effect at immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation until amended in accordance with applicable lawTime.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Enterprise Financial Services Corp), Agreement and Plan of Merger (Enterprise Financial Services Corp), Agreement and Plan of Merger (First Choice Bancorp)

Certificate of Incorporation and Bylaws. The Certificate --------------------------------------- of Incorporation of Acquisition in effect at the Effective Time shall be the Certificate of Incorporation of the Surviving Corporation until amended in accordance with applicable law. The Bylaws bylaws of Acquisition in effect at the Effective Time shall be the Bylaws bylaws of the Surviving Corporation until amended in accordance with applicable law.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Quickturn Design Systems Inc), Stock Option Agreement (Quickturn Design Systems Inc), Agreement and Plan of Merger (Quickturn Design Systems Inc)

Certificate of Incorporation and Bylaws. The Certificate of Incorporation of Acquisition the Company in effect at the Effective Time shall be the Certificate of Incorporation of the Surviving Corporation until amended in accordance with applicable law. The Bylaws of Acquisition the Company in effect at the Effective Time shall be the Bylaws of the Surviving Corporation until amended in accordance with applicable law.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Snyder Communications Inc), Agreement and Plan of Merger (Special Devices Inc /De), Agreement and Plan of Merger (American List Corp)

Certificate of Incorporation and Bylaws. The Certificate certificate of Incorporation incorporation of Acquisition the Company in effect at the Effective Time shall be the Certificate certificate of Incorporation incorporation of the Surviving Corporation until amended in accordance with applicable law. The Bylaws bylaws of Acquisition the Purchaser in effect at the Effective Time shall be the Bylaws bylaws of the Surviving Corporation until amended in accordance with applicable law.

Appears in 2 contracts

Samples: Defined Terms (Georgia Pacific Corp), Defined Terms (Unisource Worldwide Inc)

Certificate of Incorporation and Bylaws. The Certificate of Incorporation of Acquisition in effect at immediately prior to the Effective Time shall be the Certificate of Incorporation of the Surviving Corporation until amended in accordance with applicable lawthe provisions thereof and Applicable Law. The Bylaws bylaws of Acquisition in effect at the Effective Time shall be the Bylaws bylaws of the Surviving Corporation until amended in accordance with applicable lawthe provisions thereof and Applicable Law.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Mark Vii Inc), Agreement and Plan of Merger (Msas Acquisition Corp)

Certificate of Incorporation and Bylaws. The Certificate of --------------------------------------- Incorporation of Acquisition in effect at the Effective Time shall be the Certificate of Incorporation of the Surviving Corporation until amended in accordance with applicable lawApplicable Law. The Bylaws parties agree that, by action of Parent at or after the Effective Time, the bylaws of Acquisition in effect at the Effective Time shall be the Bylaws bylaws of the Surviving Corporation until amended in accordance with applicable lawCorporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Connectinc Com Co)

Certificate of Incorporation and Bylaws. The Restated Certificate of Incorporation of Acquisition the Company in effect at the Effective Time shall be the Certificate certificate of Incorporation incorporation of the Surviving Corporation until amended in accordance with applicable law. The Bylaws of Acquisition the Company in effect at the Effective Time shall be the Bylaws bylaws of the Surviving Corporation until amended in accordance with applicable law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ultradata Corp)

Certificate of Incorporation and Bylaws. The Certificate of Incorporation of Acquisition in effect at the Effective Time shall be the Certificate of Incorporation of the Surviving Corporation until amended in accordance with applicable law. The Bylaws of Acquisition in effect at the Effective Time shall be the Bylaws of the Surviving Corporation until amended in accordance with applicable law. Section 1.6.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Obernauer Marne Jr)

Certificate of Incorporation and Bylaws. The Certificate of Incorporation of Acquisition in effect at the Effective Time shall be the Certificate of Incorporation of the Surviving Corporation until amended in accordance with applicable law. The Bylaws bylaws of Acquisition in effect at the Effective Time shall be the Bylaws bylaws of the Surviving Corporation until amended in accordance with applicable law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cadence Design Systems Inc)

Certificate of Incorporation and Bylaws. The Certificate of Incorporation of Acquisition the Company in effect at the Effective Time shall be the Certificate of Incorporation of the Surviving Corporation until amended in accordance with applicable lawApplicable Law. The Bylaws bylaws of Acquisition the Company in effect at the Effective Time shall be the Bylaws bylaws of the Surviving Corporation until amended in accordance with applicable lawApplicable Law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Intervest Corporation of New York)

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Certificate of Incorporation and Bylaws. The Certificate of Incorporation of Acquisition in effect at the Effective Time shall be the Certificate of Incorporation of the Surviving Corporation until amended in accordance with applicable lawApplicable Law. The Bylaws parties agree that, by action of Parent at or after the Effective Time, the bylaws of Acquisition in effect at the Effective Time shall be the Bylaws bylaws of the Surviving Corporation until amended in accordance with applicable lawCorporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Calico Commerce Inc/)

Certificate of Incorporation and Bylaws. The At the Effective Time, the Certificate of Incorporation of Acquisition in effect at the Effective Time shall be the Certificate of Incorporation of the Surviving Corporation until amended in accordance with applicable law. The Bylaws and the By-laws of Acquisition as in effect at the Effective Time shall be constitute the Bylaws By-laws of the Surviving Corporation until amended in accordance with applicable lawCorporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Phymatrix Corp)

Certificate of Incorporation and Bylaws. The Certificate of Incorporation of Acquisition in effect at the Effective Time shall be the Certificate of Incorporation of the Surviving Corporation until amended in accordance with applicable lawApplicable Law. The Bylaws bylaws of Acquisition in effect at the Effective Time shall be the Bylaws bylaws of the Surviving Corporation until amended in accordance with applicable lawApplicable Law. Section 1.6.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Vantive Corp)

Certificate of Incorporation and Bylaws. The --------------------------------------- Certificate of Incorporation of Acquisition the Company in effect at the Effective Time shall be the Certificate of Incorporation of the Surviving Corporation until amended in accordance with applicable law. The Bylaws of Acquisition the Company in effect at the Effective Time shall be the Bylaws of the Surviving Corporation until amended in accordance with applicable law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cuc International Inc /De/)

Certificate of Incorporation and Bylaws. The Certificate of Incorporation and Bylaws of the Acquisition Corporation as in effect at immediately prior to the Effective Time of the Merger shall be the Certificate of Incorporation of the Surviving Corporation until amended in accordance with applicable law. The Bylaws of Acquisition in effect at the Effective Time shall be the and Bylaws of the Surviving Corporation until thereafter amended as provided therein and by applicable law. The Certificate of Incorporation and Bylaws of Liberty as in accordance with effect immediately prior to the Effective Time of the Merger shall be the Certificate of Incorporation and Bylaws of the Surviving Bank until thereafter amended as provided therein and by applicable law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Southern Connecticut Bancorp Inc)

Certificate of Incorporation and Bylaws. The Certificate of Incorporation of Acquisition in effect at the Effective Time shall be the Certificate of Incorporation of the Surviving Corporation until 7 amended in accordance with applicable lawApplicable Law. The Bylaws bylaws of Acquisition in effect at the Effective Time shall be the Bylaws bylaws of the Surviving Corporation until amended in accordance with applicable lawApplicable Law. Section 1.6.

Appears in 1 contract

Samples: Iv 6 Agreement and Plan of Merger (Intel Corp)

Certificate of Incorporation and Bylaws. The Certificate of Incorporation of Acquisition the Company in effect at the Effective Time shall be the Certificate of Incorporation of the Surviving Corporation until amended in accordance with applicable lawLaw. The Bylaws bylaws of Acquisition the Company in effect at the Effective Time shall be the Bylaws bylaws of the Surviving Corporation until amended in accordance with applicable lawLaw.

Appears in 1 contract

Samples: Agreement and Plan (Regent Group Inc /De)

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