Certificate of Incorporation and Bylaws. (a) At the Effective Time, the Certificate of Incorporation of the Surviving Corporation shall be amended and restated in its entirety to be in the form attached as Exhibit B and, as so amended and restated, such certificate of incorporation shall be the Certificate of Incorporation of the Surviving Corporation, until thereafter changed or amended as provided therein or permitted by applicable Law (including the DGCL), subject to Section 6.04.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Stryker Corp), Agreement and Plan of Merger (Stryker Corp), Agreement and Plan of Merger (Dermira, Inc.)
Certificate of Incorporation and Bylaws. (a) At the Effective Time, the The Restated Certificate of Incorporation of the Surviving Corporation shall be amended and restated in its entirety at the Effective Time to be read in the form attached as of Exhibit B A, and, as so amended and restatedamended, such certificate Restated Certificate of incorporation Incorporation shall be the Certificate of Incorporation of the Surviving Corporation, Corporation until thereafter changed or amended as provided therein or permitted by applicable Law (including the DGCL), subject to Section 6.04law.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Genovese Drug Stores Inc), Agreement and Plan of Merger (Genovese Leonard), Agreement and Plan of Merger (Penney J C Co Inc)
Certificate of Incorporation and Bylaws. (a) At Immediately following the Effective Time, the Certificate certificate of Incorporation incorporation of the Surviving Corporation shall be amended and restated in its entirety to be in the form attached as Exhibit B and, as so amended and restated, such certificate of incorporation shall be the Certificate certificate of Incorporation incorporation of the Surviving Corporation, until thereafter changed or amended as provided therein or permitted by applicable Law (including the DGCL), subject to Section 6.047.03.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Kinnate Biopharma Inc.), Agreement and Plan of Merger (XOMA Corp), Agreement and Plan of Merger (Theseus Pharmaceuticals, Inc.)
Certificate of Incorporation and Bylaws. (a) At the Effective Time, the Certificate certificate of Incorporation incorporation of the Surviving Corporation shall be amended and restated in its entirety to be in the form attached as Exhibit B and, as so amended and restated, such certificate of incorporation shall be the Certificate certificate of Incorporation incorporation of the Surviving Corporation, until thereafter changed or amended as provided therein or permitted by applicable Law (including the DGCL), subject to Section 6.047.04.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (TSR Inc), Agreement and Plan of Merger (Alpine Immune Sciences, Inc.), Agreement and Plan of Merger (POINT Biopharma Global Inc.)
Certificate of Incorporation and Bylaws. (a) At the Effective Time, the Certificate certificate of Incorporation incorporation of the Surviving Corporation shall be amended and restated in its entirety to be in the form attached as set forth in Exhibit B and1.4(a) hereto. Thereafter, as so amended and restated, such the certificate of incorporation shall be the Certificate of Incorporation of the Surviving Corporation, until thereafter changed or Corporation may be amended in accordance with its terms and as provided therein or permitted by applicable Law (including the DGCL), subject to Section 6.04Law.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Micro Investment LLC), Agreement and Plan of Merger (Ev3 Inc.), Agreement and Plan of Merger (Micro Therapeutics Inc)
Certificate of Incorporation and Bylaws. (a) At the Effective Time, the Certificate certificate of Incorporation incorporation of the Company shall be amended so as to read in its entirety as is set forth on Exhibit A and, as so amended, shall be the certificate of incorporation of the Surviving Corporation shall be amended and restated in its entirety to be in the form attached as Exhibit B and, as so amended and restated, such certificate of incorporation shall be the Certificate of Incorporation of the Surviving Corporation, until thereafter changed or amended in accordance with its terms and as provided therein or permitted by applicable Law (including Law, in each case, consistent with the DGCL), subject to obligations set forth in Section 6.045.7.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (IPC Healthcare, Inc.), Agreement and Plan of Merger (Team Health Holdings Inc.), Agreement and Plan of Merger (MModal Inc.)
Certificate of Incorporation and Bylaws. (a) At the Effective Time, the The Certificate of Incorporation of the Surviving Corporation shall be amended and restated in its entirety at the Effective Time to be read in the form attached as of Exhibit B and, as so amended and restatedamended, such certificate Certificate of incorporation Incorporation shall be the Certificate of Incorporation of the Surviving Corporation, Corporation until thereafter changed or amended as provided therein or permitted by applicable Law (including the DGCL), subject to Section 6.04Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cgi Group Inc), Agreement and Plan of Merger (Stanley, Inc.)
Certificate of Incorporation and Bylaws. (a) At the Effective Time, the Certificate certificate of Incorporation incorporation of the Surviving Corporation shall be amended and restated in the Merger to read in its entirety to be as set forth in the form attached as Exhibit B A hereto and, as so amended and restated, such shall be the certificate of incorporation shall be the Certificate of Incorporation of the Surviving Corporation, Corporation until thereafter changed or amended as provided therein or permitted by applicable Law (including the DGCL), subject to Section 6.04Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Viking Holdings LLC), Agreement and Plan of Merger (Virtual Radiologic CORP)
Certificate of Incorporation and Bylaws. (a) At the Effective Time, the Restated Certificate of Incorporation of the Surviving Corporation Company, as amended, shall be amended and restated to read in its entirety to be as set forth in the form Exhibit A attached as Exhibit B hereto, and, as so amended and restated, such certificate of incorporation restated shall be the Certificate of Incorporation of the Surviving Corporation, Corporation (the “Certificate of Incorporation”) until thereafter changed or amended in accordance with the DGCL and as provided therein or permitted by applicable Law (including the DGCL), subject to Section 6.04in such Certificate of Incorporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Osi Pharmaceuticals Inc), Agreement and Plan of Merger (Astellas Pharma Inc.)
Certificate of Incorporation and Bylaws. (a) At the Effective Time, by virtue of the Certificate Merger, the certificate of Incorporation incorporation of the Surviving Corporation shall be amended and restated in its entirety to be in the form attached read as set forth on Exhibit B and, and as so amended and restated, such shall be the certificate of incorporation shall be the Certificate of Incorporation of the Surviving Corporation, Corporation until thereafter changed or further amended as provided therein or permitted by in accordance with the terms thereof, applicable Law (including the DGCL), subject to and Section 6.046.02.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Timber Pharmaceuticals, Inc.), Agreement and Plan of Merger (Timber Pharmaceuticals, Inc.)
Certificate of Incorporation and Bylaws. (a) At the Effective Time, the Certificate certificate of Incorporation incorporation of the Surviving Corporation shall be amended and restated as set forth in its entirety to be in the form attached as Exhibit B A and, as so amended and restated, such certificate of incorporation shall be the Certificate certification of Incorporation incorporation of the Surviving Corporation, until thereafter changed or amended as provided therein or permitted by applicable Law (including the DGCL), subject to Section 6.04law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Unilever N V), Agreement and Plan of Merger (Alberto-Culver CO)
Certificate of Incorporation and Bylaws. (a) At the Effective Time, the The Certificate of Incorporation of the Surviving Corporation as in effect immediately prior to the Effective Time shall be amended and restated as of the Effective Time so that such Certificate of Incorporation shall read in its entirety to be as set forth in the form attached as Exhibit B and, as B. As so amended and restatedamended, such 11 certificate of incorporation shall be the Certificate certificate of Incorporation incorporation of the Surviving Corporation, until thereafter changed or amended amended, subject to Section 7.08, as provided therein or permitted by applicable Law (including the DGCL), subject to Section 6.04law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lucent Technologies Inc), Agreement and Plan of Merger (Yurie Systems Inc)
Certificate of Incorporation and Bylaws. (a) At the Effective Time, the The Certificate of Incorporation of the Surviving Corporation shall be amended and restated in its entirety the form of the Amended and Restated Certificate of Incorporation attached to be the Certificate of Merger, until thereafter amended as provided therein, in the form attached as Exhibit B andby-laws of the Surviving Corporation or by applicable Law. The by-laws of Sub, as so amended and restatedin effect immediately prior to the Effective Time, such certificate of incorporation shall be the Certificate of Incorporation by-laws of the Surviving Corporation, Corporation until thereafter changed or amended as provided therein or permitted by applicable Law (including the DGCL), subject to Section 6.04Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mellanox Technologies, Ltd.), Agreement and Plan of Merger (Ezchip Semiconductor LTD)
Certificate of Incorporation and Bylaws. (a) At the Effective Time, the Certificate certificate of Incorporation incorporation of the Surviving Corporation shall be amended and restated in its entirety to be read as set forth on Exhibit D hereto, until thereafter amended in accordance with the form attached DGCL and as Exhibit B and, as so amended and restated, provided in such certificate of incorporation shall be the Certificate of Incorporation Incorporation. At the Effective Time, the bylaws of the Surviving CorporationCorporation shall be amended and restated in their entirety to read as set forth on Exhibit E hereto, until thereafter changed or amended in accordance with the DGCL and as provided therein or permitted by applicable Law (including the DGCL), subject to Section 6.04in such bylaws.
Appears in 1 contract
Certificate of Incorporation and Bylaws. (a) At Subject to the Effective Timeterms of Section 6.05(a), the Amended and Restated Certificate of Incorporation of the Surviving Corporation Company (the "Company Certificate") shall be amended and restated in its entirety at the Effective Time to be read in the form attached as of Exhibit B D hereto and, as so amended and restatedamended, such the Company Certificate shall be the certificate of incorporation shall be the Certificate of Incorporation of the Surviving Corporation, Corporation until thereafter changed or amended as provided therein or permitted by applicable Law (including the DGCL), subject to Section 6.04Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Western Digital Corp)
Certificate of Incorporation and Bylaws. (a) At Unless otherwise determined by Parent prior to the Effective Time, the Certificate certificate of Incorporation incorporation of the Surviving Corporation shall be amended and restated in its entirety as of the Effective Time to be identical to the certificate of incorporation of Sub as in effect immediately prior to the form attached Effective Time, until thereafter amended in accordance with DGCL and as Exhibit B and, as so amended and restated, provided in such certificate of incorporation shall be the Certificate of Incorporation of the Surviving Corporation, until thereafter changed or amended as provided therein or permitted by applicable Law (including the DGCL), subject to Section 6.04incorporation.
Appears in 1 contract
Certificate of Incorporation and Bylaws. (a) --------------------------------------- At the Effective Time, the Certificate of Incorporation of the Surviving Corporation shall be amended and restated in its entirety to be read in the form attached as of Exhibit B A and, as so amended and restated--------- amended, such certificate Certificate of incorporation Incorporation shall be the Certificate of Incorporation of the Surviving Corporation, Corporation until thereafter changed or amended as provided therein or permitted by applicable Law (including the DGCL), subject to Section 6.04Law.
Appears in 1 contract
Certificate of Incorporation and Bylaws. (a) At a)At the Effective Time, and by virtue of the Merger, the Company Certificate of Incorporation of the Surviving Corporation shall be amended and restated in its entirety to be in the form attached hereto as Exhibit B B, and, as so amended and restatedamended, such shall be the certificate of incorporation shall be the Certificate of Incorporation of the Surviving Corporation, until thereafter changed or amended as provided therein or permitted by applicable Law (including the DGCL)amended, subject to Section 6.046.5, in accordance with the provisions thereof and the DGCL.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Helios Technologies, Inc.)
Certificate of Incorporation and Bylaws. (a) At the Effective Time, the The Certificate of Incorporation of the Surviving Corporation shall be amended and restated in its entirety at the Effective Time to be read in the form attached as of Exhibit B D and, as so amended and restatedamended, such certificate Certificate of incorporation Incorporation shall be the Certificate of Incorporation of the Surviving Corporation, Corporation until thereafter changed or amended as provided therein or permitted by applicable Law (including the DGCL), subject to Section 6.04Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Global Defense Technology & Systems, Inc.)
Certificate of Incorporation and Bylaws. (a) At Subject to Section 6.04, at the Effective Time, the Certificate of Incorporation of the Surviving Corporation shall be amended and restated in its entirety to be in the form attached as Exhibit B and, as so amended and restated, such certificate of incorporation shall be the Certificate of Incorporation of the Surviving Corporation, until thereafter changed or amended as provided therein or permitted by applicable Law (including the DGCL), subject to Section 6.04.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Vitae Pharmaceuticals, Inc)
Certificate of Incorporation and Bylaws. (a) At The amended and restated certificate of incorporation of the Surviving Corporation in effect immediately prior to the Effective Time, shall be and remain the Certificate certificate of Incorporation incorporation of the Surviving Corporation shall be amended and restated in its entirety to be in the form attached as Exhibit B and, as so amended and restated, such certificate of incorporation shall be the Certificate of Incorporation of the Surviving CorporationEffective Time, until thereafter changed altered, amended or amended repealed as provided therein or permitted by applicable Law (including the DGCL)law, subject except that Article First shall be amended to Section 6.04.read as follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Lamar Advertising Co/New)
Certificate of Incorporation and Bylaws. (a) At Immediately following the Effective Time, the Certificate certificate of Incorporation incorporation of the Surviving Corporation shall be amended and restated in its entirety to be in the form attached as Exhibit B and, as so amended and restated, such certificate of incorporation shall be the Certificate certificate of Incorporation incorporation of the Surviving Corporation, until thereafter changed or amended as provided therein or permitted by applicable Law (including the DGCL), subject to Section 6.047.04.
Appears in 1 contract
Samples: Agreement and Plan of Merger (NGM Biopharmaceuticals Inc)
Certificate of Incorporation and Bylaws. (a) At the Effective Time, the Certificate certificate of Incorporation incorporation of the Surviving Corporation shall be amended and restated so as to read in its entirety to be as set forth in the form attached as Exhibit B D hereto and, as so amended and restated, such shall be the certificate of incorporation shall be the Certificate of Incorporation of the Surviving Corporation, Corporation until thereafter changed or amended in accordance with its terms and as provided therein or permitted by applicable Law (including the DGCL), subject to Section 6.04Law.
Appears in 1 contract
Certificate of Incorporation and Bylaws. (a) At the Effective Time, the Certificate of Incorporation by virtue of the Surviving Corporation Merger and without the necessity of further action by the Company or any other person, the certificate of incorporation of the Company shall be amended and restated in its entirety to be read as set forth in the form attached as Exhibit B and, as so A hereto and such amended and restated, restated certificate of incorporation shall become the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the applicable provisions of the DGCL and such certificate of incorporation shall be the Certificate of Incorporation of the Surviving Corporation, until thereafter changed or amended as provided therein or permitted by applicable Law (including the DGCL), but subject to Section 6.046.07).
Appears in 1 contract
Certificate of Incorporation and Bylaws. (a) At the Effective TimeSubject to Section 5.2(d), the Certificate of Incorporation of the Surviving Corporation shall be amended and restated in its entirety to be contain the provisions set forth in the form attached as Exhibit B and, as so amended and restated, such certificate of incorporation shall be the Certificate of Incorporation of Merger Sub, as in effect immediately prior to the Effective Time (the “Merger Sub Certificate”), and (b) the Bylaws of Merger Sub, as in effect immediately prior to the Effective Time (the “Merger Sub Bylaws”), shall be the Bylaws of the Surviving Corporation; in each case, until thereafter changed or amended as provided therein or permitted by applicable Law (including in accordance with the DGCL), subject to Section 6.04.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sys)
Certificate of Incorporation and Bylaws. (a) At the Effective Time, the The Restated Certificate of Incorporation of the Surviving Corporation shall Company shall, by virtue of the Merger, be further amended and restated in its entirety to be read in the form attached as of Exhibit B A and, as so amended and restatedamended, such certificate of incorporation shall be the Amended and Restated Certificate of Incorporation of the Surviving Corporation, until thereafter changed or amended as provided therein or permitted by applicable Law (including in accordance with such Amended and Restated Certificate of Incorporation and the DGCL), subject to Section 6.04.
Appears in 1 contract
Certificate of Incorporation and Bylaws. (a) At Subject to the Effective Timeterms of Section 6.05(a), the Amended and Restated Certificate of Incorporation of the Surviving Corporation Company (the “Company Certificate”) shall be amended and restated in its entirety at the Effective Time to be read in the form attached as of Exhibit B D hereto and, as so amended and restatedamended, such the Company Certificate shall be the certificate of incorporation shall be the Certificate of Incorporation of the Surviving Corporation, Corporation until thereafter changed or amended as provided therein or permitted by applicable Law (including the DGCL), subject to Section 6.04Law.
Appears in 1 contract
Certificate of Incorporation and Bylaws. (a) At the Effective Time, the Certificate certificate of Incorporation incorporation of the Company as the Surviving Corporation shall be amended and restated in its entirety to be identical to that set forth in the form attached as Exhibit B and, as so hereto until thereafter amended in accordance with applicable Law and restated, such the applicable provisions of the certificate of incorporation shall be the Certificate of Incorporation of the Surviving Corporation, until thereafter changed or amended as provided therein or permitted by applicable Law Corporation (including the DGCL), subject to Section 6.046.6).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Digital River Inc /De)
Certificate of Incorporation and Bylaws. (a) At the Effective Time, the Certificate certificate of Incorporation incorporation of the Surviving Corporation shall be amended and restated so as to read in its entirety to be as set forth in the form attached as Exhibit B F hereto and, as so amended and restated, such shall be the certificate of incorporation shall be the Certificate of Incorporation of the Surviving Corporation, Corporation until thereafter changed or amended in accordance with its terms and as provided therein or permitted by applicable Law (including the DGCL), subject to Section 6.04Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Tabula Rasa HealthCare, Inc.)
Certificate of Incorporation and Bylaws. (a) At the Effective Time, the Certificate certificate of Incorporation incorporation of the Surviving Corporation shall be amended and restated so as to read in its entirety to be as set forth in the form attached as Exhibit B E hereto and, as so amended and restated, such shall be the certificate of incorporation shall be the Certificate of Incorporation of the Surviving Corporation, Corporation until thereafter changed or amended in accordance with its terms and as provided therein or permitted by applicable Law (including the DGCL), subject to Section 6.04Law.
Appears in 1 contract
Certificate of Incorporation and Bylaws. (a) At the Effective Time, the Certificate certificate of Incorporation incorporation of the Surviving Corporation Company shall be amended and restated so that it reads in its entirety to be as set forth in the form attached as Exhibit B A, and, as so amended and restated, such shall be the certificate of incorporation shall be the Certificate of Incorporation of the Surviving Corporation, Corporation until thereafter changed or amended as provided therein or permitted by applicable Law (including the DGCL)amended, subject to Section 6.046.11.
Appears in 1 contract
Certificate of Incorporation and Bylaws. (a) At the Effective Time, and by virtue of the Merger, the Company Certificate of Incorporation of the Surviving Corporation shall be amended and restated in its entirety to be in the form attached hereto as Exhibit B B, and, as so amended and restatedamended, such shall be the certificate of incorporation shall be the Certificate of Incorporation of the Surviving Corporation, until thereafter changed or amended as provided therein or permitted by applicable Law (including the DGCL)amended, subject to Section 6.045.5, in accordance with the provisions thereof and the DGCL.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Dorman Products, Inc.)
