Certificate of Incorporation; By-laws. (a) At the Effective Time and without any further action on the part of the Company and Purchaser, the Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be amended and restated so as to read in its entirety in the form set forth in Exhibit A hereto and, as so amended, until thereafter and further amended as provided therein and under the DGCL, it shall be the Certificate of Incorporation of the Surviving Corporation following the Merger.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Dillard Department Stores Inc), Agreement and Plan of Merger (Dillard Department Stores Inc), Agreement and Plan of Merger (Mercantile Stores Co Inc)
Certificate of Incorporation; By-laws. (a) At the Effective Time and without any further action on the part of the Company and Purchaser, the Restated Certificate of Incorporation of the CompanyCompany (as amended, the "Certificate of Incorporation"), as in effect immediately prior to the Effective Time, shall be amended and restated so as to read in its entirety in the form set forth in Exhibit A hereto and, as so amended, certificate of incorporation of the Surviving Corporation until thereafter and further amended as provided therein and under the DGCL, it shall be the Certificate of Incorporation of the Surviving Corporation following the Merger.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (George Acquisition Inc), Agreement and Plan of Merger (Goulds Pumps Inc), Agreement and Plan of Merger (Goulds Pumps Inc)
Certificate of Incorporation; By-laws. (a) At the Effective Time and without any further action on the part of the Company and Purchaser, the Restated Certificate of Incorporation of the CompanyCompany (as amended, the "Certificate of Incorporation"), as in effect immediately prior to the Effective Time, shall be amended and restated so as to read in its entirety in add the form provision set forth in Exhibit A hereto Annex C hereto, and, as so amended, until thereafter and further amended (subject to Section 6.7) as provided therein and under the DGCLNYBCL, it shall be the Certificate certificate of Incorporation incorporation of the Surviving Corporation following the Merger.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Franks Nursery & Crafts Inc), Agreement and Plan of Merger (General Host Corp), Agreement and Plan of Merger (Cyrus Acquisition Corp)
Certificate of Incorporation; By-laws. (a) At the Effective Time Time, and without any further action on the part of the Company and Purchaseror Merger Sub, the Certificate certificate of Incorporation incorporation of the Company, as in effect immediately prior to at the Effective Time, shall be amended and restated so as to read in its entirety in the form set forth in Exhibit A hereto and, as so amended, certificate of incorporation of the Surviving Corporation until thereafter and further amended as provided therein and under or by the DGCL, it shall be the Certificate of Incorporation of the Surviving Corporation following the Merger.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Axys Pharmaceuticals Inc), Agreement and Plan of Merger (Axys Pharmaceuticals Inc), Agreement and Plan of Merger (Applera Corp)
Certificate of Incorporation; By-laws. (a) At the Effective Time and without any further action on the part of the Company and Purchaser, the Certificate of Incorporation of the Company, Company as in effect immediately prior to the Effective Time, Time shall be amended and restated so as to read in its entirety in the form set forth in as Exhibit A hereto hereto, and, as so amended, until thereafter and further amended as provided therein and under the DGCL, DGCL it shall be the Certificate certificate of Incorporation incorporation of the Surviving Corporation following the MergerCorporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (National Education Corp), Agreement and Plan of Merger (Nick Acquisition Corp), Agreement and Plan of Merger (National Education Corp)
Certificate of Incorporation; By-laws. (a) At the Effective Time Time, and without any further action on the part of the Company and Purchaseror Newco, the Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be amended and restated so as to read in its entirety in the form set forth in Exhibit A hereto and, as so amendedcertificate of incorporation of Company following the Merger, until thereafter and further amended as provided therein and under the DGCL, it shall be the Certificate of Incorporation of the Surviving Corporation following the Merger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Prime Service Inc), Agreement and Plan of Merger (Atlas Copco North America Inc)
Certificate of Incorporation; By-laws. (a) At the Effective Time and without any further action on the part of the Company and Purchaser, the Restated Certificate of Incorporation of the CompanyCompany (as amended, the "Restated Certificate") as in effect immediately prior to the Effective Time, Time shall be amended and restated so as to read in its entirety in the form set forth in Exhibit A hereto and, as so amended, until thereafter and further amended as provided therein and under the DGCL, it shall be the Certificate of Incorporation of the Surviving Corporation following until thereafter amended as provided therein and under the MergerDGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Reh Mergersub Inc), Agreement and Plan of Merger (Reh Mergersub Inc)
Certificate of Incorporation; By-laws. (a) At the Effective Time and without any further action on the part of the Company and Purchaseror Newco or their respective stockholders, the Certificate certificate of Incorporation incorporation of the Company, as in effect immediately prior to the Effective Time, shall be amended and restated so as to read in its entirety in the form set forth in as Exhibit A hereto and, as so amended, until thereafter and further amended as provided therein and under the DGCL, it shall be the Certificate certificate of Incorporation incorporation of the Surviving Corporation Company following the Merger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Confetti Acquisition Inc), Agreement and Plan of Merger (Amscan Holdings Inc)
Certificate of Incorporation; By-laws. (a) At the Effective Time and without any further action on the part of the Company and PurchaserNewco, the Restated Certificate of Incorporation of the CompanyCompany (as amended, the "Certificate of Incorporation") as in effect immediately prior to the Effective Time, Time shall be amended and restated so as to read in its entirety in the form set forth in Exhibit A hereto and, as so amended, until thereafter and further amended as provided therein and under the DGCL, it shall be the Certificate of Incorporation of the Surviving Corporation following until thereafter amended as provided therein and under the MergerDGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Recapitalization (Blount International Inc), Agreement and Plan of Merger and Recapitalization (Blount Winton M)
Certificate of Incorporation; By-laws. (a) At the Effective Time and without any further action on the part of the Company and PurchaserNewco, the Certificate certificate of Incorporation incorporation of the Company, as in effect immediately prior to the Effective Time, shall be amended and restated so as to read in its entirety in the form set forth in as Exhibit A hereto hereto, and, as so amended, until thereafter and further amended as provided therein and under the DGCL, it shall be the Certificate certificate of Incorporation incorporation of the Surviving Corporation Company following the Merger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (KCLC Acquisition Corp), Agreement and Plan of Merger (TCW Group Inc)
Certificate of Incorporation; By-laws. (a) At the Effective Time and without any further action on the part of the Company and PurchaserSub, the text of the Certificate of Incorporation of the Company, Company as in effect immediately prior to the Effective Time, Time shall be amended amended, restated and restated so as integrated to read in its entirety in the form as set forth in Exhibit A hereto andhereto, and as so amended, restated and integrated shall be the Certificate of Incorporation of the Surviving Corporation until thereafter and further amended as provided therein and under the DGCL, it shall be the Certificate of Incorporation of the Surviving Corporation following the Merger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Fred Meyer Inc), Agreement and Plan of Merger (Food 4 Less Holdings Inc /De/)
Certificate of Incorporation; By-laws. (a) At the Effective Time and without any further action on the part of the Company and PurchaserTime, the Certificate certificate of Incorporation incorporation of the Company, as in effect immediately prior to the Effective Time, shall be amended and restated so as to read in its entirety in the form set forth in attached hereto as Exhibit A hereto and, as so amended, until thereafter and further amended as provided therein and under the DGCL, it shall be the Certificate certificate of Incorporation incorporation of the Surviving Corporation following the Merger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Murdock David H), Agreement and Plan of Merger (Dole Food Co Inc)
Certificate of Incorporation; By-laws. (a) At the Effective Time of the Merger, and without any further action on the part of the Company and Purchaseror Sub, the Certificate certificate of Incorporation incorporation of the Company, as in effect immediately prior to the Effective Time, Company shall be amended and restated so as to read in its entirety in the form set forth in attached hereto as Exhibit A hereto and(the "Amended and Restated Company Charter"), as so amended, which Amended and Restated Company Charter shall be the certificate of incorporation of the Surviving Corporation until thereafter and further amended as provided therein and under the DGCL, it shall be the Certificate of Incorporation of the Surviving Corporation following the Mergeror by applicable law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Walsh International Inc \De\)
Certificate of Incorporation; By-laws. (a) At the Effective Time Time, by virtue of the Merger and without any further action on the part of the Company and PurchaserNewco, the Certificate certificate of Incorporation incorporation of the Company, as in effect immediately prior to the Effective Time, shall be amended and restated so as in the Merger to read in its entirety in the form set forth in Exhibit A attached hereto as Annex III, and, as so amended, until thereafter and further amended as provided therein and under the DGCL, it shall be the Certificate certificate of Incorporation incorporation of the Surviving Corporation following Corporation, until thereafter amended in accordance with its terms and with the MergerDGCL.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Soundbite Communications Inc)
Certificate of Incorporation; By-laws. (a) At the Effective Time Time, and without any further action on the part of the Company and Purchaseror Merger Sub, the Certificate certificate of Incorporation incorporation of the Company, as in effect immediately prior to the Effective Time, shall be amended and restated by virtue of the Merger so as to read in its entirety in the form as is set forth in on Exhibit A hereto annexed hereto, and, as so amended, until thereafter and further amended as provided therein and under the DGCL, it shall be the Certificate certificate of Incorporation incorporation of the Surviving Corporation following the Mergeruntil thereafter amended in accordance with its terms and as provided by law.
Appears in 1 contract
Certificate of Incorporation; By-laws. (a) At the Effective Time and without any further action on the part of the Company and PurchaserSub, the Restated Certificate of Incorporation of the CompanyCompany (as amended, the "Certificate of Incorporation''), as in effect immediately prior to the Effective Time, shall be amended and restated so as to read in its entirety in the form set forth in Exhibit A hereto and, as so amended, certificate of incorporation of the Surviving Corporation until thereafter and further amended as provided therein and under the DGCL, it shall be the Certificate of Incorporation of the Surviving Corporation following the Merger.
Appears in 1 contract
Certificate of Incorporation; By-laws. (a) At the Effective Time and without any further action on the part of the Company and PurchaserNewco, the Certificate certificate of Incorporation incorporation 3 of the Company, as in effect immediately prior to the Effective Time, shall be amended and restated so as to read in its entirety in the form set forth in as Exhibit A hereto hereto, and, as so amended, until thereafter and further amended as provided therein and under the DGCL, it shall be the Certificate certificate of Incorporation incorporation of the Surviving Corporation Company following the Merger.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Kindercare Learning Centers Inc /De)
Certificate of Incorporation; By-laws. (a) At the Effective Time and without any further action on the part The certificate of incorporation of the Company and Purchaser, the Certificate of Incorporation of the Company, as in effect immediately prior to the Effective TimeTime shall, shall in accordance with the terms thereof and the DGCL, be amended and restated so as to read in its entirety in the form set forth in Exhibit A hereto and, as so amended, until thereafter and further amended as provided therein and under the DGCL, it shall be the Certificate certificate of Incorporation incorporation of the Surviving Corporation following until thereafter duly amended in accordance with the Mergerterms thereof and the DGCL.
Appears in 1 contract
Certificate of Incorporation; By-laws. (a) At the Effective Time and without any further action on the part of the Company and Purchaser, the The Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be amended and restated so as to read in its entirety in the form set forth in as Exhibit A hereto hereto, and, as so amended, until thereafter and further amended as provided therein and under the DGCL, it shall be the Certificate of Incorporation of the Surviving Corporation Company following the Merger.
Appears in 1 contract
