Common use of Certificate of Incorporation; By-laws Clause in Contracts

Certificate of Incorporation; By-laws. At the Effective Time, (a) 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 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 until thereafter amended in accordance with the terms thereof, the certificate of incorporation of the Surviving Corporation or as provided by applicable Law; provided, however, in each case, that the name of the corporation set forth therein shall be changed to the name of the Company.

Appears in 10 contracts

Samples: Agreement and Plan of Merger (VistaGen Therapeutics, Inc.), Agreement and Plan of Merger (Item 9 Labs Corp.), Agreement and Plan of Merger (AbCellera Biologics Inc.)

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Certificate of Incorporation; By-laws. At the Effective Time, (a) the certificate of incorporation of the Surviving Corporation shall be amended and restated in its entirety to read as 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 amended in accordance with the terms thereof or as provided by applicable 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 until thereafter amended in accordance with the terms thereof, the certificate of incorporation of the Surviving Corporation or as provided by applicable Applicable Law; provided, however, that, in each case, that the name of the corporation set forth therein shall be changed to the name of the CompanyHoldCo.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Vici Properties Inc.), Agreement and Plan of Merger (Penn National Gaming Inc)

Certificate of Incorporation; By-laws. At the Effective Time, (a) 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 shall be amended and restated by action of the Merger to read in its entirety as set forth in Exhibit 2.6 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 until thereafter amended in accordance with the terms thereof, the certificate of incorporation of the Surviving Corporation or as provided by applicable Law; provided, however, in each case, that the name of the corporation set forth therein shall be changed to the name of the Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (C H Robinson Worldwide Inc)

Certificate of Incorporation; By-laws. At the Effective Time, : (a) the certificate of incorporation of Merger Sub Company as in effect immediately prior to the Effective Time shall be amended in its entirety to be in the form of Exhibit L and, as so amended, 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, Corporation; and (b) the by-laws of Merger Sub as in effect immediately prior to the Effective Time shall will be the by-laws of the Surviving Corporation until thereafter amended in accordance with the terms thereof, the certificate of incorporation of the Surviving Corporation or as provided by applicable LawCorporation; provided, however, in each case, that the name of the corporation set forth therein shall will be changed to the name of the Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (MTS Systems Corp)

Certificate of Incorporation; By-laws. At the Effective Time, (a) 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 until thereafter amended in accordance with the terms thereof or as provided by applicable LawLegal Requirement, and (b) the by-laws of Merger Sub as in effect immediately prior to before the Effective Time shall be the by-laws of the Surviving Corporation until thereafter amended in accordance with the terms thereof, the certificate of incorporation of the Surviving Corporation or as provided by applicable LawLegal Requirement; provided, however, in each case, that the name of the corporation set forth therein shall be changed to the name of the Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Liquidity Services Inc)

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Certificate of Incorporation; By-laws. (a) At the Effective Time, Time (ai) 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 amended in accordance with the terms thereof or as provided by applicable Law, and (b) the by-laws bylaws of Merger Sub as in effect immediately prior to the Effective Time shall be the by-laws bylaws of the Surviving Corporation until thereafter amended in accordance with the terms thereof, the certificate of incorporation of the Surviving Corporation or as provided by applicable Law; provided, however, in each case, that the name of the corporation set forth therein shall be changed to the name of the Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (SRAX, Inc.)

Certificate of Incorporation; By-laws. At the Effective Time, (a) 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 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 until thereafter amended in accordance with the terms thereof, the certificate of incorporation of the Surviving Corporation thereof or as provided by applicable Law; provided, however, in each case, that the name of the corporation set forth therein shall be changed to the name of the Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (I3 Verticals, Inc.)

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