Common use of Certificate of Incorporation of the Surviving Corporation Clause in Contracts

Certificate of Incorporation of the Surviving Corporation. At the Effective Time, the certificate of incorporation of the Company in effect immediately prior to the Effective Time shall be amended and restated in its entirety as of the Effective Time to be in the form set forth in Exhibit A, and as so amended shall be the certificate of incorporation of the Surviving Corporation, until duly amended, subject to Section 6.10(b), as provided therein or by applicable Law.

Appears in 6 contracts

Samples: Agreement and Plan of Merger (Extraction Oil & Gas, Inc.), Agreement and Plan of Merger (Bonanza Creek Energy, Inc.), Agreement and Plan of Merger (HighPoint Resources Corp)

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Certificate of Incorporation of the Surviving Corporation. At the Effective Time, the certificate of incorporation of the Company in effect immediately prior to the Effective Time shall be amended and restated in its entirety as of the Effective Time to be in the form set forth in Exhibit AAnnex B, and as so amended shall be the certificate of incorporation of the Surviving Corporation, until duly amended, subject to Section 6.10(b), as provided therein or by applicable Law.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Concho Resources Inc), Agreement and Plan of Merger (Conocophillips), Agreement and Plan of Merger (Jagged Peak Energy Inc.)

Certificate of Incorporation of the Surviving Corporation. At the Effective Time, the certificate of incorporation of the Company as in effect immediately prior to the Effective Time shall be amended and restated in its entirety as of the Effective Time to be in the form set forth in Exhibit AA to this Agreement, and as so amended shall be the certificate of incorporation of the Surviving Corporation, Corporation (the “Charter”) until duly amended, subject to Section 6.10(b), thereafter amended as provided therein or as provided by applicable Law.

Appears in 3 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Monsanto Co /New/), Agreement and Plan of Merger

Certificate of Incorporation of the Surviving Corporation. At the Effective Time, the certificate of incorporation of the Company in effect immediately prior to the Effective Time shall be amended and restated in its entirety as of the Effective Time to be in the form set forth in Exhibit AAnnex B, and as so amended shall be the certificate of incorporation of the Surviving Corporation, until duly amended, subject to Section 6.10(b6.10(a)(ii), as provided therein or by applicable Law.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Marathon Oil Corp), Agreement and Plan of Merger (Conocophillips), Agreement and Plan of Merger (Marathon Oil Corp)

Certificate of Incorporation of the Surviving Corporation. At the Effective Time, the certificate The Certificate of incorporation Incorporation of the Company Company, as in effect immediately prior to the Effective Time Time, shall be amended and restated in its entirety as of the Effective Time to be in the form read as set forth in on Exhibit A, and as so amended shall be the certificate of incorporation of the Surviving Corporation, until duly amended, subject A to Section 6.10(b), as provided therein or by applicable Lawthis Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Medtronic Inc), Agreement and Plan of Merger (Xomed Surgical Products Inc)

Certificate of Incorporation of the Surviving Corporation. At the Effective Time, the certificate of incorporation of the Company as in effect immediately prior to the Effective Time shall be amended and restated in its entirety as of the Effective Time to be in the form set forth in Exhibit AA to this Agreement, and as so amended shall be the certificate of incorporation of the Surviving Corporation, Corporation (the “Charter”) until duly amended, subject to Section 6.10(b), thereafter amended as provided therein or as provided by applicable LawLaw and consistent with the obligations set forth in Section 6.11.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (CD&R Associates VIII, Ltd.), Agreement and Plan of Merger (Cornerstone Building Brands, Inc.)

Certificate of Incorporation of the Surviving Corporation. At the Effective Time, the certificate of incorporation of the Company Company, as in effect immediately prior to the Effective Time shall be amended and restated in its entirety as of the Effective Time to be in the form set forth in Exhibit ATime, and as so amended shall be the certificate of incorporation of the Surviving Corporation, Corporation until duly amended, subject to Section 6.10(b), thereafter amended as provided therein or by applicable LawLaw (and subject to Section 5.06 hereof).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Abbott Laboratories), Agreement and Plan of Merger (Alere Inc.)

Certificate of Incorporation of the Surviving Corporation. At the Effective Time, the certificate of incorporation of the Company as in effect immediately prior to the Effective Time shall be amended and restated in its entirety as of the Effective Time to be in the form set forth in Exhibit AA to this Agreement, and as so amended shall be the certificate of incorporation of the Surviving Corporation, Corporation (the “Charter”) until duly amended, subject to Section 6.10(b), thereafter amended as provided therein or as provided by applicable Law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Irobot Corp)

Certificate of Incorporation of the Surviving Corporation. At From and after the Effective Time, the certificate Amended and Restated Certificate of incorporation Incorporation of the Company Company, as in effect immediately prior to the Effective Time Time, shall be amended and restated in its entirety as of the Effective Time to be in the form set forth in Exhibit AA hereto, in accordance with Section 251(g) of the DGCL, and as so amended shall be thereafter continue in full force and effect as the certificate of incorporation of the Surviving Corporation, Corporation until duly amended, subject to Section 6.10(b), thereafter amended as provided therein or by applicable Lawlaw.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (U.S. NeuroSurgical Holdings, Inc.)

Certificate of Incorporation of the Surviving Corporation. At the Effective Time, the certificate Certificate of incorporation Incorporation of the Company Company, as in effect immediately prior to the Effective Time shall Time, will be amended and restated in its entirety as of the Effective Time to be in the form read as set forth in Exhibit A, and as so amended shall be the certificate of incorporation of the Surviving Corporation, until duly amended, subject A to Section 6.10(b), as provided therein or by applicable Lawthis Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Vidamed Inc)

Certificate of Incorporation of the Surviving Corporation. At the Effective Time, the certificate of incorporation of the Company as in effect immediately prior to the Effective Time shall be amended and restated to read in its entirety as of the Effective Time to be in the form set forth in Exhibit AB hereto, and which, as so amended and restated, shall be the certificate of incorporation of the Surviving CorporationCorporation (the “Charter”), until duly amendedthereafter amended in accordance with its terms, subject to Section 6.10(b), as provided therein or by the terms of this Agreement and applicable Law.

Appears in 1 contract

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

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Certificate of Incorporation of the Surviving Corporation. At the Effective Time, the certificate of incorporation of the Company as in effect immediately prior to the Effective Time shall be amended and restated in its entirety as of the Effective Time to be in the form set forth in Exhibit AA to this Agreement, and as so amended shall be the certificate of incorporation of the Surviving Corporation, Corporation (the “Charter”) until duly amended, subject to Section 6.10(b), thereafter amended as provided therein or as provided by applicable Law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (General Cable Corp /De/)

Certificate of Incorporation of the Surviving Corporation. At the Effective Time, the certificate Certificate of incorporation Incorporation of the Company in effect immediately prior to the Effective Time shall be amended and restated in its entirety as of the Effective Time to be in the form set forth in Exhibit AA hereto, and shall, as so amended shall be amended, continue in full force and effect from and after the certificate Effective Time as the Certificate of incorporation Incorporation of the Surviving Corporation, until duly amended, subject to Section 6.10(b), as provided therein or by thereafter amended in accordance with applicable Lawlaw.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (L-1 Identity Solutions, Inc.)

Certificate of Incorporation of the Surviving Corporation. At the Effective Time, the certificate of incorporation of the Company Company, as in effect immediately prior to the Effective Time shall be amended and restated in its entirety as of the Effective Time to be in the form set forth in Exhibit ATime, and as so amended shall be the certificate of incorporation of the Surviving Corporation, Corporation until duly amended, subject to Section 6.10(b), thereafter amended as provided therein or by applicable LawLaw (and subject to Section 5.06 hereof). 3 SECTION 1.06.

Appears in 1 contract

Samples: Agreement and Plan of Merger

Certificate of Incorporation of the Surviving Corporation. At As of the Effective Time, the certificate of incorporation of the Company as in effect immediately prior to the Effective Time shall be amended and restated in its entirety as of the Effective Time to be in the form set forth in Exhibit A, A and as so amended shall be the certificate of incorporation of the Surviving CorporationCorporation (the “Charter”), until duly amended, subject to Section 6.10(b), thereafter amended as provided therein or by applicable LawApplicable Laws (subject to Section 6.10(f)).

Appears in 1 contract

Samples: Agreement and Plan of Merger (TPC Group Inc.)

Certificate of Incorporation of the Surviving Corporation. At the Company Merger Effective Time, the certificate of incorporation of the Company as in effect immediately prior to the Company Merger Effective Time shall be amended and restated in its entirety to read as of the Effective Time to be in the form set forth in Exhibit AC to this Agreement and, and as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation, Corporation (the “Charter”) until duly amended, subject to Section 6.10(b), thereafter amended as provided therein or as provided by applicable LawLaw and consistent with the obligations set forth in Section 6.11.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Focus Financial Partners Inc.)

Certificate of Incorporation of the Surviving Corporation. At the Effective Time, the certificate of incorporation of the Company as in effect immediately prior to the Effective Time shall be amended and restated in its entirety as of the Effective Time to be in the form set forth in Exhibit AA to this Agreement, and as so amended shall be the certificate of incorporation of the Surviving Corporation, Corporation (the “Charter”) until duly amended, subject to Section 6.10(b), thereafter amended as provided therein or as provided by applicable LawLaw and consistent with the obligations set forth in Section 6.10.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Convey Health Solutions Holdings, Inc.)

Certificate of Incorporation of the Surviving Corporation. At the Effective Time, the certificate of incorporation of the Company as in effect immediately prior to the Effective Time shall be amended and restated in its entirety as of the Effective Time to be in the form set forth in Exhibit AA to this Agreement, and as so amended shall be the certificate of incorporation of the Surviving Corporation, Corporation (the “Charter”) until duly amended, subject to Section 6.10(b), thereafter amended as provided therein or as provided by applicable LawLaw and consistent with the obligations set forth in ‎Section 6.10.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Convey Health Solutions Holdings, Inc.)

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