Certificate of Incorporation; By-laws. At the Effective Time: (a) the certificate of incorporation of the Surviving Corporation shall be amended and restated so as to read in its entirety as set forth in Exhibit A and, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the terms thereof or as provided by applicable Law; and (b) the by-laws of Merger Sub as in effect immediately prior to the Effective Time shall be the by-laws of the Surviving Corporation, except that references to Merger Sub’s name shall be replaced with references to the Surviving Corporation’s name, until thereafter amended in accordance with the terms thereof, the certificate of incorporation of the Surviving Corporation, or as provided by applicable Law.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Acreage Holdings, Inc.), Agreement and Plan of Merger, Agreement and Plan of Merger
Certificate of Incorporation; By-laws. At the Effective Time: (a) the certificate of incorporation of the Surviving Corporation shall be amended and restated so as to read in its entirety as set forth in Exhibit A B, and, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation until until, subject to Section 5.10(a), thereafter amended in accordance with the terms thereof or as provided by and applicable Law; and (b) the by-laws of Merger Sub as in effect immediately prior to the Effective Time shall be the by-laws of the Surviving Corporation, except that references to Merger Sub’s name shall be replaced with references to the Surviving Corporation’s namename until, until subject to Section 5.10(a), thereafter amended in accordance with the terms thereof, the certificate of incorporation of the Surviving Corporation, or as provided by and applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (GameSquare Holdings, Inc.), Agreement and Plan of Merger (FaZe Holdings Inc.)
Certificate of Incorporation; By-laws. At the Effective Time: (a) the certificate of incorporation of the Surviving Corporation Company, as in effect immediately prior to the Effective Time, shall be amended and restated so as to read in its entirety as set forth in Exhibit A B, and, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the terms thereof or as provided by applicable Law; and (b) the by-laws of Merger Sub as in effect immediately prior to the Effective Time shall be the by-laws of the Surviving Corporation, except that references to Merger Sub’s name shall be replaced with references to the Surviving Corporation’s name, until thereafter amended in accordance with the terms thereof, the certificate of incorporation of the Surviving Corporation, or as provided by applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Apex Global Brands Inc.), Agreement and Plan of Merger (Apex Global Brands Inc.)
Certificate of Incorporation; By-laws. At the Effective Time: (a) the certificate of incorporation of the Surviving Corporation shall be amended and restated so as to read in its entirety as set forth in Exhibit A A, and, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the terms thereof or as provided by applicable Law; and (b) the by-laws of Merger Sub as in effect immediately prior to the Effective Time shall be the by-laws of the Surviving Corporation, except that references to Merger Sub’s 's name shall be replaced with references to the Surviving Corporation’s 's name, until thereafter amended in accordance with the terms thereof, the certificate of incorporation of the Surviving Corporation, or as provided by applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Innovus Pharmaceuticals, Inc.), Agreement and Plan of Merger (Aytu Bioscience, Inc)
Certificate of Incorporation; By-laws. At the Effective Time: (a) the certificate of incorporation of the Surviving Corporation shall be amended and restated so as to read in its entirety as set forth in Exhibit A A, and, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the terms thereof or as provided by and applicable Law; and (b) the by-laws of Merger Sub as in effect immediately prior to the Effective Time shall be the by-laws of the Surviving Corporation, except that references to Merger Sub’s name shall be replaced with references to the Surviving Corporation’s name, name until thereafter amended in accordance with the terms thereof, the certificate of incorporation of the Surviving Corporation, or as provided by and applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Liquid Media Group Ltd.), Agreement and Plan of Merger (Liquid Media Group Ltd.)
Certificate of Incorporation; By-laws. At the Effective Time: (a) the certificate of incorporation of the Surviving Corporation shall be amended and restated so as to read in its entirety as set forth in Exhibit A A, and, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation until until, subject to Section 6.05(a), thereafter amended in accordance with the terms thereof or as provided by and applicable Law; and (b) the by-laws of Merger Sub as in effect immediately prior to the Effective Time shall be the by-laws of the Surviving Corporation, except that references to Merger Sub’s name shall be replaced with references to the Surviving Corporation’s name, until until, subject to Section 6.05(a), thereafter amended in accordance with the terms thereof, the certificate of incorporation of the Surviving Corporation, or as provided by and applicable Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Vidler Water Resources, Inc.)
Certificate of Incorporation; By-laws. At the Effective Time: (a) the certificate of incorporation of the Surviving Corporation shall be amended and restated so as to read in its entirety as set forth in Exhibit A A, and, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation until until, subject to Section 6.08(a), thereafter amended in accordance with the terms thereof or as provided by and applicable Law; and (b) the by-laws of Merger Sub as in effect immediately prior to the Effective Time shall be the by-laws of the Surviving Corporation, except that references to Merger Sub’s name shall be replaced with references to the Surviving Corporation’s name, until until, subject to Section 6.08(a), thereafter amended in accordance with the terms thereof, the certificate of incorporation of the Surviving Corporation, or as provided by and applicable Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (International Baler Corp)
Certificate of Incorporation; By-laws. At the Effective Time: (a) the certificate of incorporation of the Surviving Corporation shall be amended and restated so as to read in its entirety as set forth in Exhibit A A, and, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the terms thereof or as provided by applicable Law; and (b) the by-laws of Merger Sub as in effect immediately prior to the Effective Time shall be the by-laws of the Surviving Corporation, except that references to Merger Sub’s name shall be replaced with references to the Surviving Corporation’s 's name, until thereafter amended in accordance with the terms thereof, the certificate of incorporation of the Surviving Corporation, or as provided by applicable Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Tenax Therapeutics, Inc.)
Certificate of Incorporation; By-laws. At the Effective Time: (a) the certificate of incorporation of the Surviving Corporation shall be amended and restated so as to read in its entirety as set forth in Exhibit A A, and, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation until until, subject to Section 6.07(a), thereafter amended in accordance with the terms thereof or as provided by and applicable Law; and (b) the by-laws of Merger Sub as in effect immediately prior to the Effective Time shall be the by-laws of the Surviving Corporation, except that references to Merger Sub’s 's name shall be replaced with references to the Surviving Corporation’s 's name, until until, subject to Section 6.07(a), thereafter amended in accordance with the terms thereof, the certificate of incorporation of the Surviving Corporation, or as provided by and applicable Law.
Appears in 1 contract
Certificate of Incorporation; By-laws. At the Effective Time: (a) by virtue of the Merger, the certificate of incorporation of the Surviving Corporation Company shall be amended and restated so as to read in its entirety as set forth in Exhibit A A, and, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation until until, subject to Section 5.07, thereafter amended in accordance with the terms thereof or as provided by and applicable Law; and (b) the by-laws of Merger Sub as in effect immediately prior to the Effective Time shall be the by-laws of the Surviving Corporation, except that references to Merger Sub’s name shall be replaced with references to the Surviving Corporation’s name, until until, subject to Section 5.07, thereafter amended in accordance with the terms thereof, the certificate of incorporation of the Surviving Corporation, or as provided by Corporation and applicable Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Midwest Holding Inc.)
Certificate of Incorporation; By-laws. At the Effective Time: (a) the certificate of incorporation of the Surviving Corporation shall be amended and restated so as to read in its entirety as substantially in the form set forth in Exhibit A A, and, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the terms thereof or as provided by applicable Law; and (b) the by-laws of Merger Sub as in effect immediately prior to the Effective Time shall be the by-laws of the Surviving Corporation, except that references to Merger Sub’s name shall be replaced with references to the Surviving Corporation’s name, until thereafter amended in accordance with the terms thereof, the certificate of incorporation of the Surviving Corporation, or as provided by applicable Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Corning Natural Gas Holding Corp)
Certificate of Incorporation; By-laws. At the Effective Time: (a) the certificate of incorporation of the Surviving Corporation shall be amended and restated so as to read in its entirety as set forth in Exhibit A A, and, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the terms thereof or as provided by applicable Law; and (b) the by-laws of Merger Sub as in effect immediately prior to the Effective Time shall be the by-laws of the Surviving Corporation, except that references to Merger Sub’s name shall be replaced with references to the Surviving Corporation’s name, until thereafter amended in accordance with the terms thereof, the certificate of incorporation of the Surviving Corporation, or as provided by applicable Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Houston Wire & Cable CO)
