Common use of Certificate of Incorporation; Bylaws; Directors and Officers Clause in Contracts

Certificate of Incorporation; Bylaws; Directors and Officers. (a) At the Effective Time, the Certificate of Incorporation of the Company, 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 Delaware Law and such Certificate of Incorporation.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Atalanta Acquisition Co), Agreement and Plan of Merger (Atalanta Acquisition Co), Agreement and Plan of Merger (Steinberg Craig B)

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Certificate of Incorporation; Bylaws; Directors and Officers. (a) At Unless otherwise determined by Purchaser, Parent and the Company before the Effective Time, at the Effective Time the Certificate of Incorporation of the CompanyPurchaser, 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 Delaware Law as provided by law and such Certificate of Incorporation.

Appears in 3 contracts

Samples: Agreement and Plan of Merger and Investment Agreement (Simione Central Holdings Inc), Agreement and Plan of Merger and Investment Agreement (MCS Inc), Agreement and Plan of Merger (Mestek Inc)

Certificate of Incorporation; Bylaws; Directors and Officers. (a) At Unless otherwise determined by the Purchaser before the Effective Time, at the Effective Time, the Certificate of Incorporation of the Company, Company shall be amended to be in the form of the Certificate of Incorporation of Merger Sub as in effect immediately prior to before the Effective Time, shall Time and will be the Certificate of Incorporation of the Surviving Corporation until thereafter amended in accordance with Delaware as provided by Law and such amended Certificate of Incorporation.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Parker Hannifin Corp), Agreement and Plan of Merger (Wynns International Inc)

Certificate of Incorporation; Bylaws; Directors and Officers. (a) At the Effective Time, the The Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be continue in full force and effect after the Effective Time as the Certificate of Incorporation of the Surviving Corporation until thereafter changed or amended in accordance with Delaware Law and such Certificate of Incorporationas provided therein or by applicable Law.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Connecticut Water Service Inc / Ct), Agreement and Plan of Merger (Connecticut Water Service Inc / Ct)

Certificate of Incorporation; Bylaws; Directors and Officers. (a) At the Effective Time, the Certificate certificate of Incorporation incorporation of the CompanyPurchaser, as in effect immediately prior to before the Effective Time, shall be the Certificate certificate of Incorporation incorporation of the Surviving Corporation until thereafter amended in accordance with Delaware as provided by Law and such Certificate certificate of Incorporationincorporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Dwyer Group Inc)

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Certificate of Incorporation; Bylaws; Directors and Officers. (a) At the Effective Time, the The Certificate of Incorporation of the Company, as Company in effect immediately prior to the Effective Time, Time shall be the Certificate of Incorporation of the Surviving Corporation and shall thereafter continue in full force and effect until thereafter amended in accordance with Delaware Law as provided therein and such Certificate of Incorporationby applicable law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Global Broadcasting Systems Inc/Fa)

Certificate of Incorporation; Bylaws; Directors and Officers. (a) At the Effective Time, the Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter changed or amended in accordance with Delaware Law and such Certificate of Incorporationas provided therein or by applicable law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Maynard Oil Co)

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