Certificate of Incorporation and Bylaws. (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 changed or amended as provided therein or by applicable Law.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Watson Pharmaceuticals Inc), Agreement and Plan of Merger (Andrx Corp /De/), Agreement and Plan of Merger (Textron Inc)
Certificate of Incorporation and Bylaws. (a) At the Effective Time, the certificate Certificate of incorporation Incorporation of Merger Sub, Sub as in effect immediately prior to the Effective Time shall be Certificate of Incorporation of the Surviving Corporation until thereafter amended as permitted therein or by applicable Law. At the Effective Time, 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, Corporation until thereafter changed or amended as provided permitted therein or by applicable Law.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Durata Therapeutics, Inc.), Agreement and Plan of Merger (Cadence Pharmaceuticals Inc), Agreement and Plan of Merger (Mallinckrodt PLC)
Certificate of Incorporation and Bylaws. (a) At the Effective Time, the The certificate of incorporation and bylaws of Merger Sub, as Sub in effect immediately prior to the Effective Time, Time shall be the certificate of incorporation and bylaws of the Surviving Corporation, until the same shall thereafter changed be altered, amended or amended as provided therein or by repealed in accordance with applicable Law.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Motif Bio PLC), Agreement and Plan of Merger (Motif Bio PLC)
Certificate of Incorporation and Bylaws. (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, Corporation until thereafter changed or amended as provided therein or by applicable Lawand in accordance with the DGCL. The certificate of incorporation of the Surviving Corporation shall be amended and restated at the Effective Time to be in the form of Exhibit A attached hereto.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Jorgensen Earle M Co /De/), Agreement and Plan of Merger (Reliance Steel & Aluminum Co), Agreement and Plan of Merger (Reliance Steel & Aluminum Co)
Certificate of Incorporation and Bylaws. (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 CorporationCorporation (the “Surviving Corporation Certificate of Incorporation”), except that the name of the Surviving Corporation shall be “Nimble Storage, Inc.” and subject to Section 7.05, until thereafter changed or amended as provided therein or by applicable Law.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Nimble Storage Inc), Agreement and Plan of Merger (Hewlett Packard Enterprise Co)
Certificate of Incorporation and Bylaws. (a) At the Effective Time, the certificate The Certificate of incorporation Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation, Corporation until thereafter changed or amended as provided therein or by applicable Law.
Appears in 2 contracts
Samples: V Agreement and Plan of Merger (Yahoo Inc), Agreement and Plan of Merger (Hotjobs Com LTD)
Certificate of Incorporation and Bylaws. (a) At the Effective Time, the The certificate of incorporation of Merger Sub, as Sub in effect immediately prior to the Effective Time, Time shall be the certificate of incorporation of the Surviving CorporationCorporation in the Merger as of the Effective Time, and the bylaws of Merger Sub in effect immediately prior to the Effective Time shall be the bylaws of the Surviving Corporation in the Merger as of the Effective Time, until thereafter changed or amended as provided therein or by in accordance with applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Accolade, Inc.), Agreement and Plan of Reorganization (Twilio Inc)
Certificate of Incorporation and Bylaws. (a) At the Effective Timetime, 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 CorporationSurvivor until thereafter changed or 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 bylaws of the Survivor until thereafter changed or amended as provided therein or by applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Grant Prideco Inc), Agreement and Plan of Merger (National Oilwell Varco Inc)
Certificate of Incorporation and Bylaws. (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 the certificate Certificate of incorporation Incorporation of the Surviving Corporation, Corporation until thereafter changed or amended as provided therein or by applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Paxar Corp), Agreement and Plan (Avery Dennison Corporation)
Certificate of Incorporation and Bylaws. (a) At the Effective Time, the certificate The Certificate of incorporation Incorporation and Bylaws of Merger Sub, Sub as in effect immediately prior to the Effective Time, Time shall be the certificate Certificate of incorporation Incorporation and Bylaws of the Surviving Corporation, until thereafter changed or amended as provided therein or and by applicable Lawlaw.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Vist Financial Corp), Agreement and Plan of Merger (Tompkins Financial Corp)
Certificate of Incorporation and Bylaws. (a) At the Effective Time, the The certificate of incorporation of Merger Sub, in the form attached hereto as in effect immediately prior to the Effective TimeExhibit A, shall be the certificate of incorporation of the Surviving Corporation, Corporation until thereafter changed or amended as provided therein or by applicable Lawamended.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (SPX Corp), Agreement and Plan of Merger (General Signal Corp)
Certificate of Incorporation and Bylaws. (a) At Effective immediately following the Effective TimeMerger, 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 CorporationCorporation until amended in accordance with applicable Law. Effective immediately following the Merger, the bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by in accordance with applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Verint Systems Inc)
Certificate of Incorporation and Bylaws. (a) At the Effective Time, the The certificate of incorporation of Merger Sub, as Sub in effect immediately prior to the Effective Time, Time shall be the form of the certificate of incorporation of the Surviving CorporationCorporation in the Merger as of the Effective Time, and the bylaws of Merger Sub in effect immediately prior to the Effective Time shall be the form of the bylaws of the Surviving Corporation in the Merger as of the Effective Time, each until thereafter changed or amended as provided therein or by in accordance with applicable LawLaw and consistent with the obligations set forth in Section 6.9.
Appears in 1 contract
Certificate of Incorporation and Bylaws. (a) At the Effective Time, the The certificate of incorporation of Merger Sub, as Sub in effect immediately prior to at the Effective Time, Time shall be the certificate of incorporation of the Surviving Corporation, Corporation until thereafter changed or amended as provided therein or by in accordance with applicable Lawlaw. The bylaws of Merger Sub 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
Certificate of Incorporation and Bylaws. (a) At The Certificate of Incorporation of the Effective Time, the certificate of incorporation of Merger Sub, as in effect immediately prior to before the Effective Time, shall be the certificate of incorporation of the Surviving Corporation, Corporation until thereafter changed or amended amended. The bylaws of the Merger Sub, as provided therein or by applicable Lawin effect immediately before the Effective Time, shall be the bylaws of the Surviving Corporation until thereafter amended.
Appears in 1 contract
Certificate of Incorporation and Bylaws. (a) At the Effective Time, the certificate The Certificate of incorporation Incorporation of Merger Sub, as in effect immediately prior to at the Effective Time, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation, Company until thereafter changed or amended as provided therein or by applicable Lawlaw.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Digital Imaging Resources Inc.)
Certificate of Incorporation and Bylaws. (a) At the Effective Time, the certificate 1.5.1 The Certificate of incorporation Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation, Corporation until thereafter changed or amended as provided therein or by applicable Lawlaw.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Advanced Power Technology Inc)
Certificate of Incorporation and Bylaws. (a) At the Effective Time, the certificate The Certificate of incorporation Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation, Corporation until thereafter changed or amended as provided therein or by applicable Lawlaw.
Appears in 1 contract
Certificate of Incorporation and Bylaws. (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, Corporation until thereafter changed or amended as provided therein or by applicable Applicable Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Tailwind Financial Inc.)
Certificate of Incorporation and Bylaws. (a) At the Effective Time, the The certificate of incorporation of Merger Sub, as Sub in effect immediately prior to at the Effective Time, shall be the certificate of incorporation of the Surviving Corporation, Corporation until thereafter changed or amended in accordance with applicable Law (as provided therein or by hereinafter defined). The bylaws of the Merger Sub 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 (Leucadia National Corp)
Certificate of Incorporation and Bylaws. (a) At the Effective Time, Time the certificate of incorporation and bylaws of the Merger Sub, as in effect immediately prior to the Effective Time, Time shall be the certificate of incorporation and bylaws of the Surviving Corporation, Company (the "certificate of incorporation" and "bylaws") until thereafter changed or amended as provided therein or by applicable Law.the CBCA, except that the name of the Surviving Company shall be changed to "Analysis & Technology, Inc."
Appears in 1 contract
Samples: Agreement and Plan of Merger (Analysis & Technology Inc)
Certificate of Incorporation and Bylaws. (a) At the Effective Time, the certificate The Certificate of incorporation Incorporation of Merger Sub, as in effect immediately prior to at the Effective Time, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation, Company until thereafter changed or amended as provided therein or by applicable Lawlaw; provided, however, that the Certificate of Merger shall contain a provision pursuant to which the Certificate of Incorporation of the Surviving Corporation shall be amended to change the name of the Surviving Corporation to “Warrior Energy Services Corporation” effective as of the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Superior Energy Services Inc)
Certificate of Incorporation and Bylaws. (a) At the Effective Time, the certificate The Certificate of incorporation Incorporation and Bylaws of Merger Sub, as Sub in effect immediately prior to the Effective Time, Time shall be the certificate Certificate of incorporation Incorporation and Bylaws of the Surviving CorporationCorporation following the Merger until otherwise amended or repealed; provided, until thereafter changed or however, that Article FIRST of the Certificate of Incorporation of the Surviving Corporation shall be amended to read in its entirety as provided therein or by applicable Law.follows:
Appears in 1 contract
Samples: Exhibit 2 Agreement and Plan of Merger (Unified Financial Services Inc)
Certificate of Incorporation and Bylaws. (a) At the Effective Time, the The certificate of incorporation of the Merger Sub, as in effect immediately prior to before the Effective Time, shall be the certificate of incorporation of the Surviving Corporation, Corporation until thereafter changed or amended amended. The bylaws of the Merger Sub, as provided therein or by applicable Lawin effect immediately before the Effective Time, shall be the bylaws of the Surviving Corporation until thereafter amended.
Appears in 1 contract
Certificate of Incorporation and Bylaws. (a) At the Effective Time, the The certificate of incorporation of Merger Sub, as Sub in effect immediately prior to the Effective Time, Time shall be the certificate of incorporation of the Surviving CorporationCompany in the Merger as of the Effective Time, and the bylaws of Merger Sub in effect immediately prior to the Effective Time shall be the bylaws of the Surviving Company in the Merger as of the Effective Time, until thereafter changed or amended as provided therein or by in accordance with applicable LawLaws.
Appears in 1 contract
Certificate of Incorporation and Bylaws. (a) At the Effective Time, the certificate of incorporation of Merger Subthe Company shall, by virtue of the Merger, be amended and restated in the form of the certificate of incorporation of MergerCo, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation, until thereafter changed or amended as provided therein or by applicable Lawlaw (the “Certificate of Incorporation”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (DecisionPoint Systems, Inc.)
Certificate of Incorporation and Bylaws. (a) At the Effective Time, the The certificate of incorporation of Merger Sub, as Sub in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation, Corporation until thereafter changed or amended as provided therein or by in accordance with its terms and applicable Lawlaw.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Southern Peru Copper Corp/)
Certificate of Incorporation and Bylaws. (a) At the Effective Time, the certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be will become the certificate of incorporation of the Surviving Corporation, Corporation until thereafter changed or amended as provided therein or by in accordance with the applicable Lawprovisions of the DGCL, the certificate of incorporation of the Surviving Corporation and such bylaws, subject to Section 7.05(a).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Highpower International, Inc.)
Certificate of Incorporation and Bylaws. (a) At the Effective Time, the The certificate of incorporation of Merger SubMergerCo, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation, Corporation until thereafter changed or amended as provided therein or by applicable Lawlaw.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Summit Properties Inc)
Certificate of Incorporation and Bylaws. (a) At The Certificate of Incorporation of Merger Subsidiary, as in effect immediately prior to the Effective Time, Time shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law. The Bylaws of Merger SubSubsidiary, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation Bylaws of the Surviving Corporation, Corporation until thereafter changed or amended as provided therein or by applicable Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Novitron International Inc)
Certificate of Incorporation and Bylaws. (a) At the Effective Time, the certificate of incorporation of Merger Sub, as Sub in effect immediately prior to the Effective Time, Time in substantially the form of Exhibit D shall be become the certificate of incorporation of the Surviving Corporation, Entity (the “Surviving Entity Certificate of Incorporation”) until thereafter changed or amended as provided therein or by applicable Law.
Appears in 1 contract
Certificate of Incorporation and Bylaws. (a) At The Certificate of Incorporation of Merger Sub in effect at the Effective Time, the certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time, Time shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation, Corporation until thereafter changed or amended as provided therein or by in accordance with applicable Law. The bylaws of Merger Sub 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 Reorganization (Careerengine Network Inc)
Certificate of Incorporation and Bylaws. (a) At the Effective Time, the The certificate of incorporation of Merger Sub, as Sub in effect immediately prior to at the Effective Time, Time shall be the certificate of incorporation of the Surviving Corporation, Corporation until thereafter changed or amended as provided therein or by applicable in accordance with Applicable Law. The bylaws of Merger Sub 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
