Certificate of Incorporation. The certificate of incorporation of the Company in effect at the Effective Time shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with applicable law.
Appears in 21 contracts
Samples: Agreement and Plan of Merger (V F Corp), Agreement and Plan of Merger (Sola International Inc), Agreement and Plan of Merger (Trace International Holdings Inc)
Certificate of Incorporation. The certificate of incorporation of the Company in effect at the Effective Time shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with applicable lawApplicable Law.
Appears in 13 contracts
Samples: Agreement and Plan of Merger (NICE Ltd.), Agreement and Plan of Merger (inContact, Inc.), Agreement and Plan of Merger (Advent Software Inc /De/)
Certificate of Incorporation. The certificate of incorporation of the Company Company, as in effect at immediately prior to the Effective Time Time, shall be the certificate of incorporation of the Surviving Corporation Corporation, until thereafter changed or amended in accordance with as provided therein or by applicable law.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Procter & Gamble Co), Agreement and Plan of Merger (Gillette Co), Agreement and Plan of Merger (Pharmacia Corp /De/)
Certificate of Incorporation. The certificate of incorporation of the Company in effect at the Effective Time shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with applicable lawDelaware Law.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Transkaryotic Therapies Inc), Agreement and Plan of Merger (Morgan Stanley), Agreement and Plan of Merger (Shire Pharmaceuticals Group PLC)
Certificate of Incorporation. The certificate of incorporation of the Company Buyer in effect at the Effective Time shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with applicable law.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Norfolk Southern Corp), Agreement and Plan of Merger (Delaware Otsego Corp), Execution Copy (Delaware Otsego Corp)
Certificate of Incorporation. The certificate of incorporation of the Company in effect at the Effective Time shall be the certificate of incorporation of the Surviving Corporation until amended in accordance herewith and with applicable law.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Pharmhouse Corp), Agreement and Plan of Merger (Phar Mor Inc), Agreement and Plan of Merger (Pharmhouse Corp)
Certificate of Incorporation. The certificate Certificate of incorporation Incorporation of the Company as in effect at immediately prior to the Effective Time shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation Corporation, until the same shall thereafter be altered, amended or repealed in accordance with applicable lawlaw or such Certificate of Incorporation.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Fritz Companies Inc), Agreement and Plan of Merger (United Parcel Service Inc), Agreement and Plan of Merger (General Electric Co)
Certificate of Incorporation. The certificate Certificate of incorporation Incorporation of the Company as in effect at the Effective Time shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation Corporation, until further amended in accordance with applicable lawits terms and as provided by law and this Agreement.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Prometheus Senior Quarters LLC), Agreement and Plan of Merger (Prometheus Senior Quarters LLC), Agreement and Plan of Merger (Prometheus Senior Quarters LLC)
Certificate of Incorporation. The certificate of incorporation incorporation, as amended, of the Company Acquiror, as in effect at as of immediately prior to the Effective Time Time, shall be the certificate of incorporation of the Surviving Corporation Company following the Merger until thereafter amended in accordance with the provisions thereof and of applicable lawLaw.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (People's United Financial, Inc.), Agreement and Plan of Merger (Danvers Bancorp, Inc.), Agreement and Plan of Merger (People's United Financial, Inc.)
Certificate of Incorporation. The certificate of incorporation of the Company in effect at the Effective Time shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with applicable lawApplicable Law.
Appears in 4 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger, Agreement and Plan of Merger (Comcast Corp)
Certificate of Incorporation. The certificate of incorporation of the Company in effect at Surviving Corporation (the Effective Time "Certificate of Incorporation") shall be the certificate of incorporation of the Surviving Corporation Merger Subsidiary as in effect immediately prior to the Effective Time, until duly amended in accordance with applicable lawthe terms thereof and the DGCL.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Ubs Ag/Ny), Agreement and Plan of Merger (Ubs Ag), Agreement and Plan of Merger (Ubs Americas Inc)
Certificate of Incorporation. The certificate Certificate of incorporation Incorporation of the Company as in effect at immediately prior to the Effective Time shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until Corporation, and thereafter may be amended in accordance with applicable lawits terms and as provided by the Washington Corporation Law.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Ppi Capital Group Inc), Agreement and Plan of Merger (Ppi Capital Group Inc), Agreement and Plan of Merger (Ppi Capital Group Inc)
Certificate of Incorporation. The certificate Certificate of incorporation Incorporation of the Company Company, as in effect at immediately prior to the Effective Time Time, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter amended in accordance with applicable lawthe DGCL and such Certificate of Incorporation.
Appears in 4 contracts
Samples: Iv 6 Agreement and Plan of Merger (Paxar Corp), Iv 6 Agreement and Plan of Merger (International Imaging Materials Inc /De/), Agreement and Plan of Merger (HCH Acquisition Corp)
Certificate of Incorporation. The certificate of incorporation of the Company Acquisition in effect at the Effective Time shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with applicable law.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Centennial Cellular Corp), Agreement and Plan of Merger (Integrated Electrical Services Inc), Agreement and Plan of Merger (Integrated Electrical Services Inc)
Certificate of Incorporation. The certificate of incorporation of the Company Acquisition Subsidiary in effect at the Effective Time shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with applicable law.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Discovery Laboratories Inc /De/), Agreement and Plan of Merger (Discovery Laboratories Inc), Agreement and Plan of Merger (Discovery Laboratories Inc /De/)
Certificate of Incorporation. The certificate of incorporation of the Company Surviving Corporation in effect at the Effective Time shall be the certificate of incorporation of the Surviving Corporation Company until amended in accordance with applicable law.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Hilite Mergeco Inc), Agreement and Plan of Merger (Hilite Industries Inc), Agreement and Plan of Merger (Maher Donald M)
Certificate of Incorporation. The certificate At the Effective Time, the Certificate of incorporation Incorporation of the Company as in effect at immediately prior to the Effective Time Time, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation Corporation, until thereafter amended in accordance with applicable lawCGS and such Certificate of Incorporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Marchex Inc), Agreement and Plan of Merger (Marchex Inc), Agreement and Plan of Merger (Marchex Inc)
Certificate of Incorporation. The certificate of incorporation of the Company as in effect at immediately prior to the Effective Time shall be the certificate of incorporation of the Surviving Corporation (the "Certificate of Incorporation"), until duly amended in accordance with as provided therein or by applicable law.
Appears in 3 contracts
Samples: Stock Purchase and Recapitalization Agreement (WES Consulting, Inc.), Stock Purchase and Recapitalization Agreement (Liberator, Inc.), Stock Purchase and Recapitalization Agreement (Remark Enterprises Inc)
Certificate of Incorporation. The Subject to Section 8.06 hereof, the certificate of incorporation of the Company in effect at the Effective Time shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with applicable law.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Anthem Insurance Companies Inc), Agreement and Plan of Merger (Holophane Corp), Agreement and Plan of Merger (National Service Industries Inc)
Certificate of Incorporation. The certificate of incorporation ---------------------------- of the Company Company, as in effect at immediately before the Effective Time Time, shall be the certificate of incorporation of the Surviving Corporation Corporation, until thereafter changed or amended in accordance with as provided therein or by applicable law.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Armstrong World Industries Inc), Agreement and Plan of Merger (Armstrong World Industries Inc), Agreement and Plan of Merger (Triangle Pacific Corp)
Certificate of Incorporation. The certificate of incorporation of the ---------------------------- Company in effect at immediately prior to the Effective Time shall be the certificate of incorporation of the Surviving Corporation Corporation, until duly amended in accordance with applicable lawlaw and the terms thereof.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Stimsonite Corp), Agreement and Plan of Merger (Avery Dennison Corporation), Agreement and Plan of Merger (Quad-C Inc)
Certificate of Incorporation. The certificate Amended and Restated Certificate of incorporation Incorporation of the Company as in effect at the Effective Time shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended in accordance with as provided therein and under applicable law.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Amf Bowling Worldwide Inc), Agreement and Plan of Merger (Synavant Inc), Agreement and Plan of Merger (Synavant Inc)
Certificate of Incorporation. The certificate Certificate of incorporation Incorporation of the Company in effect at immediately prior to the Effective Time shall be be, from and after the certificate Effective Time, the Certificate of incorporation Incorporation of the Surviving Corporation (the “Surviving Charter”), until amended as provided in accordance with the Surviving Charter or by applicable lawLaw.
Appears in 3 contracts
Samples: Stockholder Agreement (Wiser Oil Co), Agreement and Plan of Merger (Forest Oil Corp), Agreement and Plan of Merger (Parallel Petroleum Corp)
Certificate of Incorporation. The certificate of incorporation of the Company in effect at the Effective Time shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with applicable law. The Company agrees it will use its best efforts to take all necessary action to cause an amendment to its certificate of incorporation to be filed immediately prior to the Merger with the Secretary of State of the State of Delaware, which amendment will be in form and substance satisfactory to Parent.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Software Ag), Agreement and Plan of Merger (Thayer Equity Investors Iii Lp), Agreement and Plan of Merger (Saga Systems Inc /De/)
Certificate of Incorporation. The certificate Certificate of incorporation Incorporation of the Company Company, as in effect at immediately prior to the Effective Time Time, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter amended in accordance with applicable as provided by law.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Conseco Inc Et Al), Agreement and Plan of Merger (Conseco Inc Et Al), Agreement and Plan of Merger (Pioneer Financial Services Inc /De)
Certificate of Incorporation. The certificate Certificate of incorporation Incorporation of the Company Company, as amended and in effect at immediately prior to the Effective Time Time, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter amended in accordance with applicable lawthe provisions thereof and the NYBCL.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Sbarro Mario), Agreement and Plan of Merger (Sbarro Inc), Agreement and Plan of Merger (Sbarro Inc)
Certificate of Incorporation. The certificate of incorporation of the Company in effect at the Effective Time shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with applicable law.Applicable Law; provided that, at the Effective Time, such certificate of incorporation shall be amended and restated as set forth in Exhibit C.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Formfactor Inc), Agreement and Plan of Merger (Formfactor Inc), Agreement and Plan of Merger (Formfactor Inc)
Certificate of Incorporation. The certificate of incorporation of the Company Buyer as in effect at immediately prior to the Effective Time shall be the certificate of incorporation of the Surviving Corporation (the "Charter"), until duly amended in accordance with as provided therein or by applicable law.
Appears in 3 contracts
Samples: Stock Purchase and Recapitalization Agreement (Bico Inc/Pa), Agreement and Plan of Merger (Lasik America Inc), Stock Purchase and Recapitalization Agreement (Bico Inc/Pa)
Certificate of Incorporation. The certificate of incorporation of the Company in effect at immediately prior to the Effective Time shall be the certificate of incorporation of the Surviving Corporation Corporation, until duly amended in accordance with applicable law.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Western Atlas Inc), Agreement and Plan of Merger (Baker Hughes Inc), Agreement and Plan of Merger (Erc Industries Inc /De/)
Certificate of Incorporation. The certificate of incorporation of the Company in effect at On and after the Effective Time Time, the Certificate of Incorporation of Peoples shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until amended in accordance with applicable law.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Peoples Community Bancorp Inc /De/), Agreement and Plan of Reorganization (Pboc Holdings Inc), Agreement and Plan of Reorganization (Market Financial Corp)
Certificate of Incorporation. The certificate of incorporation of the Company as amended and in effect at immediately prior to the Effective Time shall be the certificate of incorporation of the Surviving Corporation Corporation, until duly amended in accordance with applicable lawits terms and the DGCL.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Trident International Inc), Agreement and Plan of Merger (Illinois Tool Works Inc), Agreement and Plan of Merger (Trident International Inc)
Certificate of Incorporation. The certificate Certificate of incorporation Incorporation of the Company in effect at immediately prior to the Effective Time shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with applicable law.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (I Link Inc), Agreement and Plan of Merger (Counsel Corp), Agreement and Plan of Merger (I Link Inc)
Certificate of Incorporation. The certificate of incorporation of the Company in effect at immediately prior to the Effective Time shall be the certificate of incorporation of the Surviving Corporation (the "Surviving Certificate") until thereafter amended in accordance with applicable lawthe DGCL.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Hudson General Corp), Agreement and Plan of Merger (GLGR Acquisition Corp), Agreement and Plan of Merger (Langner Jay B)
Certificate of Incorporation. The certificate of incorporation of the Company in effect at the Effective Time shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with applicable law.; provided that, at the Effective Time, such certificate of incorporation shall be amended as set forth in Exhibit B.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Oracle Corp /De/), Agreement and Plan of Merger (Peoplesoft Inc), Agreement and Plan of Merger (Oracle Corp /De/)
Certificate of Incorporation. The certificate Certificate of incorporation Incorporation of the Company in effect at immediately prior to the Effective Time Time, as amended and restated, shall be become, from and after the certificate Effective Time, the Certificate of incorporation Incorporation of the Surviving Corporation Corporation, as amended pursuant to the terms included herein and until amended or repealed in accordance with applicable lawthe terms thereof and with Applicable Law.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (RDE, Inc.), Agreement and Plan of Merger (RDE, Inc.), Agreement and Plan of Merger (Incumaker, Inc.)
Certificate of Incorporation. The From and after the Company Effective Time, the certificate of incorporation of the Company as in effect at the Company Effective Time (the "Certificate of Incorporation") shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with applicable lawas provided by Law and the Certificate of Incorporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Coleman Co Inc), Agreement and Plan of Merger (Coleman Worldwide Corp), Agreement and Plan of Merger (CLN Holdings Inc)
Certificate of Incorporation. The certificate of incorporation of the Company in effect at the Effective Time shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended in accordance with as provided therein or by applicable law.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (St Paul Companies Inc /Mn/), Agreement and Plan of Merger (St Paul Companies Inc /Mn/), Agreement and Plan of Merger (Travelers Property Casualty Corp)
Certificate of Incorporation. The certificate Certificate of incorporation Incorporation of the Company Company, as in effect at immediately prior to the Effective Time Time, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter amended as provided by law; provided that effective upon the Merger, the Certificate of Incorporation of the Company shall be amended so that it shall be identical in accordance with applicable lawall respects to the Certificate of Incorporation of ADI as in effect immediately prior to the Effective Time except that the name of the Surviving Corporation shall be "Bonray Drilling Corporation".
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bonray Drilling Corp), Agreement and Plan of Merger (DLB Oil & Gas Inc)
Certificate of Incorporation. The certificate of incorporation of the Company in effect at the Effective Time shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with applicable law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mariner Health Care Inc), Agreement and Plan of Merger (Mariner Health Care Inc)
Certificate of Incorporation. The certificate Certificate of incorporation Incorporation of the Company in effect at the Effective Time shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until amended in accordance with applicable law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Chart Industries Inc), Agreement and Plan of Merger (Chart Industries Inc)
Certificate of Incorporation. The certificate of incorporation of the Company (the “Certificate of Incorporation”), as in effect at immediately prior to the Effective Time Time, shall be the certificate of incorporation of the Surviving Corporation Corporation, until thereafter amended in accordance with as provided therein or by applicable law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bway Corp), Agreement and Plan of Merger (JLM Industries Inc)
Certificate of Incorporation. The certificate Certificate of incorporation Incorporation of the Company Company, as in effect at immediately prior to the Effective Time Time, shall be amended to reflect only the provisions set forth in the Certificate of Incorporation of Merger Sub, and the Certificate of Incorporation of Company, as so amended, shall be the certificate of incorporation of the Surviving Corporation Corporation, until thereafter amended in accordance with applicable lawLaw.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Johnson Controls Inc), Agreement and Plan of Merger (York International Corp /De/)
Certificate of Incorporation. The certificate Restated Certificate of incorporation Incorporation of the Company in effect at the Effective Time shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with applicable law.law and the terms of this Agreement; provided, however, that at the Effective Time, such certificate shall be amended by virtue of this Agreement as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Allied Waste Industries Inc), Agreement and Plan of Merger (Browning Ferris Industries Inc)
Certificate of Incorporation. The certificate of incorporation of the Company XXX as in effect at immediately prior to the Effective Time shall be the certificate of incorporation of the Surviving Corporation (the “Certificate of Incorporation”), until duly amended in accordance with as provided therein or by applicable law.
Appears in 2 contracts
Samples: Merger and Recapitalization Agreement (WES Consulting, Inc.), Merger and Recapitalization Agreement (WES Consulting, Inc.)
Certificate of Incorporation. The certificate At the Effective Time, the Certificate of incorporation Incorporation of the Company in effect at as the Effective Time surviving corporation shall be amended and restated in the certificate form to be attached to the Certificate of incorporation of the Surviving Corporation until amended in accordance with applicable lawMerger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Optical Cable Corp), Agreement and Plan of Merger (Preformed Line Products Co)
Certificate of Incorporation. The certificate of incorporation Effective as of the Company Effective Time, the Certificate of Incorporation of the Company, as in effect at the Effective Time Time, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter amended in accordance with applicable law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Firstcity Financial Corp), Agreement and Plan of Merger (Firstcity Financial Corp)
Certificate of Incorporation. The certificate Certificate of incorporation Incorporation of the Company as in effect at immediately prior to the Effective Time shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter amended in accordance with applicable lawas provided by Law and such Certificate of Incorporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ndchealth Corp), Agreement and Plan of Merger (Per Se Technologies Inc)
Certificate of Incorporation. The At the Effective Time, the certificate of incorporation of the Company in effect at the Effective Time shall be the certificate of incorporation of the Surviving Corporation Corporation, until thereafter changed or amended in accordance with as provided therein or by applicable lawLaw (subject to Section 5.7(c) hereof).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Corning Inc /Ny), Agreement and Plan of Merger (Alliance Fiber Optic Products Inc)
Certificate of Incorporation. The certificate of incorporation of the Company in effect at the Effective Time shall be the certificate of incorporation of the Surviving Corporation Entity (the “Certificate of Incorporation”), until thereafter amended in accordance with as provided therein or by applicable lawLaw.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (American Land Lease Inc), Agreement and Plan of Merger (GCP Sunshine Acquisition, Inc. A Delaware Corp)
Certificate of Incorporation. The certificate Certificate of incorporation Incorporation of the Company Company, as in effect at immediately prior to the Effective Time Time, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until and thereafter may be amended or repealed in accordance with its terms and applicable law.
Appears in 2 contracts
Samples: Merger Agreement (Hy Tech Technology Group Ing), Escrow Agreement (Scores Holding Co Inc)
Certificate of Incorporation. The certificate of incorporation of the Company in effect at the Effective Time shall be the certificate of incorporation of the Surviving Corporation until and, at the Effective Time, such certificate of incorporation shall be amended to read in accordance with applicable law.its entirety as set forth in Exhibit A.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (NTL Inc), Agreement and Plan of Merger (Telewest Global Inc)
Certificate of Incorporation. The certificate Certificate of incorporation Incorporation of the Company Buyer in effect at the Effective Time shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until amended in accordance with applicable law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (National Picture & Frame Co), Agreement and Plan of Merger (NPF Holding Corp)
Certificate of Incorporation. The certificate of incorporation of the Company in effect at Company, as changed and as set forth on Exhibit E hereto, shall from and after the Effective Time shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with applicable lawas provided by the DGCL and such certificate of incorporation.
Appears in 2 contracts
Samples: Recapitalization Agreement (Mascotech Inc), Recapitalization Agreement (Mascotech Inc)
Certificate of Incorporation. The certificate of incorporation of the Company Company, as in effect at immediately prior to the Effective Time Time, shall be become, from and after the Effective Time, the certificate of incorporation of the Surviving Corporation Corporation, until thereafter altered, amended or repealed as provided therein and in accordance with applicable law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Genesis Eldercare Acquisition Corp), Agreement and Plan of Merger (Multicare Companies Inc)
Certificate of Incorporation. The certificate Certificate of incorporation ---------------------------- Incorporation, as amended, of the Company in effect at the Effective Time shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until after the Effective Date, and thereafter may be amended in accordance with applicable lawits terms and as provided by law and this Merger Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Eastgroup Properties Inc), Agreement and Plan of Merger (Eastgroup Properties Inc)
Certificate of Incorporation. The certificate Certificate of incorporation Incorporation of the Company in effect at the Effective Time shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until Corporation, provided that, subject to Section 6.6(a), it shall be amended to read as set forth in accordance with applicable law.Exhibit A.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (All American Communications Inc), Agreement and Plan of Merger (Pearson Merger Co Inc)
Certificate of Incorporation. The certificate Certificate of incorporation Incorporation of the Company as in effect at immediately prior to the Effective Time shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation Corporation, until further amended in accordance with applicable its terms and as provided by law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Grupo Grifols Sa), Agreement and Plan of Merger (Seracare Inc)
Certificate of Incorporation. The At the Effective Time and without any further action on the part of the Company and the Purchaser, the certificate of incorporation of the Company in effect at the Effective Time shall be the certificate of incorporation of the Surviving Corporation Corporation, until thereafter changed or amended in accordance with as provided therein or by applicable law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (U S Laboratories Inc), Agreement and Plan of Merger (U S Laboratories Inc)
Certificate of Incorporation. The certificate At the Effective Time, the Certificate of incorporation Incorporation of the Company in effect at the Effective Time shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter amended in accordance with its terms and as provided by applicable law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Code Hennessy & Simmons Ii Lp), Agreement and Plan of Merger (Portec Inc)
Certificate of Incorporation. The certificate of incorporation of the Company in effect at At the Effective Time Time, the Certificate of Incorporation of Acquisition shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation Company until the same shall thereafter be amended in accordance with applicable law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Uproar Inc), Agreement and Plan of Merger (Uproar Inc)
Certificate of Incorporation. The certificate of incorporation of the Company in effect at the Effective Time shall be the certificate of incorporation of the Surviving Corporation until and, at the Effective Time, such certificate of incorporation shall be amended in accordance with applicable law.to change the name of the Surviving Corporation to NTL Holdings Inc.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (NTL Inc), Agreement and Plan of Merger (Telewest Global Inc)
Certificate of Incorporation. The certificate of incorporation of the Company as in effect at immediately prior to the Effective Time shall shall, from and after the Effective Time, be the certificate of incorporation of the Surviving Corporation (the “Charter”), until duly amended in accordance with as provided therein or by applicable lawLaws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Alfa Corp), Agreement and Plan of Merger (Alfa Mutual Insurance Co)
Certificate of Incorporation. The certificate Certificate of incorporation Incorporation of the Company LFC as in effect at the Effective Time shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation Corporation, until further amended in accordance with applicable lawits terms and as provided by law and this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (International Bancshares Corp), Agreement and Plan of Merger (Local Financial Corp /Nv)
Certificate of Incorporation. The certificate Certificate of incorporation Incorporation of the Company Acquiror as in effect at immediately prior to the Effective Time shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until amended in accordance with applicable lawafter the Effective Time.
Appears in 2 contracts
Samples: Stock Purchase and Sale Agreement (U S Plastic Lumber Corp), Agreement and Plan of Reorganization (U S Plastic Lumber Corp)
Certificate of Incorporation. The certificate of incorporation of the Company in effect at the Effective Time Surviving Corporation shall be the certificate of incorporation of the Surviving Corporation Acquiror as in effect immediately prior to the Effective Time, until duly amended in accordance with applicable lawthe terms thereof and the DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lakeview Financial Corp /Nj/), Agreement and Plan of Merger (Dime Bancorp Inc)
Certificate of Incorporation. The certificate Certificate of incorporation Incorporation of the Company Subsidiary as in effect at immediately prior to the Effective Time shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation unless and until amended in accordance with applicable lawas provided by Law and the Certificate of Incorporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Must Haves, Inc.), Agreement and Plan of Merger (Pharmacity Corp)
Certificate of Incorporation. The certificate Certificate of incorporation Incorporation of the Company as in effect at on the Effective Time Date shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until Corporation, provided that such Certificate of Incorporation shall be amended and restated immediately following the Merger in accordance with applicable lawa form satisfactory to Parent and the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cri Esh Partners Lp), Agreement and Plan of Merger (Prime Hospitality Corp)
Certificate of Incorporation. The At the Effective Time, the certificate of incorporation of the Company in effect at immediately prior to the Effective Time shall be the certificate of incorporation of the Surviving Corporation Corporation, until duly amended in accordance with applicable lawlaw and the terms thereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Flipside Acquisition Corp), Agreement and Plan of Merger (Uproar Inc)
Certificate of Incorporation. The certificate of incorporation of the Company in effect at From the Effective Time shall be the certificate of incorporation of the Surviving Corporation until subsequently amended in accordance with applicable law, the Certificate of Incorporation of the Company as in effect immediately prior to the Effective Time will be the Certificate of Incorporation of the Surviving Corporation.
Appears in 2 contracts
Samples: Plan and Agreement of Merger (Del Webb Corp), Plan and Agreement of Merger (Pulte Corp)
Certificate of Incorporation. The From and after the Effective Time, the certificate of incorporation of the Company as in effect at immediately prior to the Effective Time (the "Certificate of Incorporation") shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with applicable lawas provided by Law and the terms thereof.
Appears in 2 contracts
Samples: Stock Option Agreement (Household International Inc), Agreement and Plan of Merger (Beneficial Corp)
Certificate of Incorporation. The certificate Certificate of incorporation Incorporation of the Company HOLDINGS in effect at immediately prior to the Effective Time shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until altered or amended in accordance with applicable lawas provided by law or by such Certificate of Incorporation.
Appears in 2 contracts
Samples: Consulting Agreement (Pacific Development Corp), Consulting Agreement (Pacific Development Corp)
Certificate of Incorporation. The certificate of incorporation of the Company in effect Buyer at the Effective Time shall be the certificate of incorporation of the Surviving Corporation Corporation, until the same shall thereafter be altered, amended or repealed in accordance with applicable lawLaw or such certificate of incorporation; provided, however, that Article I shall be amended to provide that the name of the Surviving Corporation shall be the name of the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (NEON Communications Group, Inc.), Agreement and Plan of Merger (RCN Corp /De/)
Certificate of Incorporation. The certificate of incorporation of the Company as in effect at immediately prior to the Effective Time shall shall, from and after the Effective Time, be the certificate of incorporation of the Surviving Corporation (the “Surviving Charter”) until thereafter amended in accordance with the Surviving Charter or by applicable lawLaws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Steel Connect, Inc.), Agreement and Plan of Merger (Steel Partners Holdings L.P.)
Certificate of Incorporation. The certificate Certificate of incorporation Incorporation of the Company Company, as in effect at immediately prior to the Effective Time Time, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation Corporation, until thereafter amended in accordance with applicable lawits terms and as provided by State Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Dna Plant Technology Corp)
Certificate of Incorporation. The certificate of incorporation of the Company as in effect at immediately prior to the Effective Time shall be the certificate of incorporation of the Initial Surviving Corporation Company, until amended in accordance with applicable lawthe consummation of the Subsequent Merger.
Appears in 1 contract
Certificate of Incorporation. The certificate of incorporation of the Company in effect at the Effective Time shall be the certificate of incorporation of the Surviving Corporation until amended amended, in such case consistent with the provisions of Section 8.03, in accordance with applicable lawApplicable Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Memory Pharmaceuticals Corp)
Certificate of Incorporation. The certificate Certificate of incorporation Incorporation of the Company as in effect at the Effective Time shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until Corporation, and thereafter may be amended in accordance with applicable lawits terms and as provided by law and this Agreement.
Appears in 1 contract
Certificate of Incorporation. The certificate Certificate of incorporation Incorporation of the Company as in effect at immediately prior to the Effective Time shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation Corporation, until such Certificate of Incorporation is further changed or amended in accordance with applicable as provided therein or by law.
Appears in 1 contract
Certificate of Incorporation. The certificate of incorporation of the Company Company, as in effect at immediately prior to the Effective Time Time, shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended in accordance with as provided therein or by applicable lawLaw.
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Samples: Agreement and Plan of Merger (GTT Communications, Inc.)
Certificate of Incorporation. The From and after the Company Effective Time, the certificate of incorporation of the Company as in effect at the Company Effective Time (the "Certificate of Incorporation") shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with applicable law.as provided by Law and the Certificate of Incorporation. Section 2.5
Appears in 1 contract
Certificate of Incorporation. The certificate of incorporation of the Company Company, as in effect at immediately prior to the Effective Time Time, shall be become, from and after the Effective Time, the certificate of incorporation of the Surviving Corporation Corporation, until thereafter altered, amended or repealed as provided therein and in accordance with applicable law., except that Section 1 of the Certificate of Incorporation of the Company shall be amended and restated in its entirety as follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Us Franchise Systems Inc)
Certificate of Incorporation. The certificate of incorporation of the Company in effect at At the Effective Time shall be Time, the certificate Certificate of incorporation Incorporation of the Surviving Corporation shall be the Certificate of Incorporation of the Company, until thereafter amended in accordance with applicable law.
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Certificate of Incorporation. The certificate of incorporation of the Company in effect at the Effective Time shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with applicable lawLaw.
Appears in 1 contract
Samples: Agreement and Plan of Merger (National Transaction Network Inc)
Certificate of Incorporation. The certificate Certificate of incorporation Incorporation of the Company in effect at the Effective Time shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation Corporation, until amended amended, in accordance with applicable law.
Appears in 1 contract
Certificate of Incorporation. The certificate of incorporation of the Company in effect at immediately prior to the Effective Time shall be the certificate of incorporation of the Surviving Corporation Corporation, until duly amended in accordance with applicable law.. SECTION 2.2
Appears in 1 contract
Samples: Iii 5 Agreement and Plan of Merger (Baker Hughes Inc)
Certificate of Incorporation. The certificate of incorporation of the Company in effect at the Effective Time shall be the certificate of incorporation of the Surviving Corporation Corporation, as amended and restated substantially in the form of Exhibit J hereto, until amended in accordance with applicable lawApplicable Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Amc Entertainment Holdings, Inc.)
Certificate of Incorporation. The certificate Amended and Restated Certificate of incorporation Incorporation of the Company as in effect at the Effective Time shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended in accordance with as provided therein and under applicable law.. 3.6
Appears in 1 contract
Samples: Agreement and Plan of Merger (Dendrite International Inc)
Certificate of Incorporation. The certificate Certificate of incorporation Incorporation of the Company ---------------------------- Merger Corporation in effect at the Effective Time shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation Corporation, until amended in accordance with applicable law; provided that such Certificate of Incorporation of Merger Corporation must be in a form reasonably acceptable to the Company.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Venture Catalyst Inc)
Certificate of Incorporation. The certificate of incorporation of the Company in effect at immediately prior to the Effective Time shall be the certificate of incorporation of the Surviving Corporation and shall continue in full force and effect until further amended in accordance with applicable lawthe manner prescribed by the provisions of the DGCL.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Euramax International Inc)
Certificate of Incorporation. The certificate of incorporation of the Company in effect Purchaser at the Effective Time shall be the certificate of incorporation of the Surviving Corporation Corporation, until amended in accordance with applicable lawLaw.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Hungry Minds Inc /De/)
Certificate of Incorporation. The certificate Certificate of incorporation ---------------------------- Incorporation of the Company as in effect at immediately prior to the Effective Time shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation Corporation, until the same shall thereafter be altered, amended or repealed in accordance with applicable lawlaw or such Certificate of Incorporation.
Appears in 1 contract
Certificate of Incorporation. The certificate of incorporation of the Company as in effect at the Effective Time shall be the certificate of incorporation of the Surviving Corporation (the "Charter") until amended in accordance with applicable law; provided that, at the Effective Time, the Charter shall be amended as set forth in Annex II.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Industri Matematik International Corp)
Certificate of Incorporation. The certificate Certificate of incorporation Incorporation of the Company in effect at Corporation as of the Effective Time shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation after the Effective Time until amended in accordance with applicable lawduly amended.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Schick Technologies Inc)
Certificate of Incorporation. The certificate Certificate of incorporation Incorporation of the Company as in effect at immediately prior to the Effective Time shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until after the Effective Time, provided that such Certificate of Incorporation shall be amended in accordance connection with the Merger (pursuant to Section 251 of the DGCL) in a form to be mutually agreed to prior to Closing, until thereafter changed or amended as provided therein or by applicable law.
Appears in 1 contract
Certificate of Incorporation. The certificate Certificate of incorporation Incorporation of the Company as in effect at immediately prior to the Effective Time shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation after the Effective Time, until thereafter changed or amended in accordance with as provided therein or by applicable lawLaw (subject to Section 7.8 hereof).
Appears in 1 contract
Samples: Agreement and Plan of Merger (IPC Systems Holdings Corp.)
Certificate of Incorporation. The certificate of incorporation of the Company in effect shall, at the Effective Time shall Time, be the certificate of incorporation of the Surviving Corporation until amended in accordance with applicable law(the “Surviving Charter”).
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Certificate of Incorporation. The certificate of incorporation of the Company in effect at immediately prior to the Effective Time shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with the terms thereof and applicable law.
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Certificate of Incorporation. The amended and restated certificate of incorporation of the Company in effect at immediately prior to the Effective Time in the form agreed upon by Parent and the Company shall be be, from and after the Effective Time, the certificate of incorporation of the Surviving Corporation (the “Surviving Charter”) until amended as provided in accordance with the Surviving Charter or by applicable lawLaws.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Weight Watchers International Inc)
Certificate of Incorporation. The certificate of incorporation At the Effective Time and without any further action on the part of the Company or Merger Sub, the Certificate of Incorporation of the Company as in effect at immediately prior to the Effective Time Closing shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until amended in accordance with applicable lawCorporation.
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Certificate of Incorporation. The certificate Certificate of incorporation Incorporation of the Company Paradigm in effect at the Effective Time of the Merger shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until amended in accordance with applicable lawCorporation.
Appears in 1 contract
