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 Initial Surviving Corporation shall be amended so as to read in its entirety as set forth in Exhibit A, until thereafter changed or amended as provided therein or by applicable Law.

Appears in 2 contracts

Samples: Merger Agreement (Aytu Bioscience, Inc), Merger Agreement (Aytu Bioscience, Inc)

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Certificate of Incorporation; Bylaws; Directors and Officers. (a) At the Effective Time, the The certificate of incorporation of the Initial Surviving Corporation shall be amended at the Effective Time so as to read in its entirety as set forth on Exhibit I until amended in Exhibit A, until thereafter changed or amended as provided therein or by applicable accordance with the provisions thereof and Applicable Law.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Envestnet, Inc.), Agreement and Plan of Merger (Actua Corp)

Certificate of Incorporation; Bylaws; Directors and Officers. (a) At the Effective Time, the certificate of incorporation of the Initial Surviving Corporation shall be amended so as to read be in its entirety as set forth the form of the certificate of incorporation of MergerSub until amended in Exhibit A, until thereafter changed or amended as provided therein or by applicable Lawaccordance with Applicable Law and Section 6.07(b).

Appears in 1 contract

Samples: Agreement and Plan of Merger (U.S. Silica Holdings, Inc.)

Certificate of Incorporation; Bylaws; Directors and Officers. (a) At a)At the Effective Time, the certificate of incorporation of the Initial Surviving Corporation shall be amended so as to read in its entirety as set forth in Exhibit A, B until thereafter changed or amended as provided therein or by applicable Law.

Appears in 1 contract

Samples: Merger Agreement (AtriCure, Inc.)

Certificate of Incorporation; Bylaws; Directors and Officers. (a) At the Effective Time, the certificate of incorporation of the Initial Surviving Corporation shall be amended so as to read and restated in its entirety to read as set forth the certificate of incorporation of the Merger Sub in Exhibit Aeffect at the Effective Time (except that the name of the Surviving Corporation shall be “OrthoHelix Surgical Designs, Inc.”), and as so amended and restated shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by in accordance with applicable Law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Tornier N.V.)

Certificate of Incorporation; Bylaws; Directors and Officers. (a) At the Effective Time, the certificate Certificate of incorporation of the Initial Surviving Corporation Incorporation shall be amended so as to read and restated in its entirety as set forth in Exhibit AA to the Certificate of Merger and, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Veradigm Inc.)

Certificate of Incorporation; Bylaws; Directors and Officers. (a) At The Certificate of Incorporation of the Company as in effect immediately prior to the Effective Time, the certificate of incorporation of the Initial Surviving Corporation Time shall be amended so as to read and restated in its entirety at the Effective Time to read as set forth in Exhibit AB hereto, and, as so amended, shall be the Certificate of Incorporation of the Surviving Corporation (the “Surviving Charter”) until thereafter changed or amended as provided therein or by applicable Lawin accordance with the DGCL and such Surviving Charter.

Appears in 1 contract

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

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Certificate of Incorporation; Bylaws; Directors and Officers. (a) At the Effective Time, the certificate of incorporation of the Initial Surviving Corporation Company, as in effect immediately prior to the Effective Time, shall be amended so as to be read in its entirety as set forth in Exhibit AA and, as so amended, shall be the certificate of incorporation of the Surviving Company until thereafter changed or amended as provided therein or by in accordance with the applicable Lawprovisions of the DGCL and such certificate of incorporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sun Healthcare Group Inc)

Certificate of Incorporation; Bylaws; Directors and Officers. (a) At The Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, the certificate of incorporation of the Initial Surviving Corporation shall be amended at the Effective Time so as to read in its entirety as set forth in on Exhibit AB attached hereto and, as so amended, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Requirements of Law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Edgar Online Inc)

Certificate of Incorporation; Bylaws; Directors and Officers. (a) At the Effective Time, the certificate Certificate of incorporation Incorporation of the Initial Surviving Corporation shall be amended so as and restated to read in its entirety the form of Exhibit A hereto and, as set forth in Exhibit Aso amended, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Lawlaw and such Certificate of Incorporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Information Holdings Inc)

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