Certificate of Incorporation. At the Effective Time, the Certificate of Incorporation of Merger Sub, attached hereto as EXHIBIT A, shall become the Certificate of Incorporation of the Surviving Corporation until the same shall be altered or amended in accordance with applicable law.
Appears in 4 contracts
Samples: Plan and Agreement of Merger (American Resources Offshore Inc), Agreement and Plan of Merger (Blue Dolphin Energy Co), Plan and Agreement of Merger (Blue Dolphin Energy Co)
Certificate of Incorporation. At The certificate of incorporation of the Merger Sub in effect at the Effective Time, Time shall be the Certificate certificate of Incorporation of Merger Sub, attached hereto as EXHIBIT A, shall become the Certificate of Incorporation incorporation of the Surviving Corporation until the same shall be altered or amended as provided therein and in accordance with applicable law; provided that the provisions thereof as to indemnification and exculpation of directors shall be no less favorable than those contained in the certificate of incorporation of the Company, as previously filed as an exhibit to the SEC Documents.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Prosource Inc), Agreement and Plan of Merger (Onex Corp), Agreement and Plan of Merger (Nebco Evans Holding Co)
Certificate of Incorporation. At the Effective Time, the The Certificate of Incorporation of Merger Sub, attached hereto as EXHIBIT A, Sub in effect immediately prior to the Effective Time shall become be the Certificate of Incorporation of the Surviving Corporation Corporation, until the same shall be altered or duly amended in accordance with applicable law.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Smartalk Teleservices Inc), Agreement and Plan of Merger (Corporatefamily Solutions Inc), Agreement and Plan of Merger (Hc Investments Inc)
Certificate of Incorporation. At the Effective Time, the Certificate of Incorporation of Merger Sub, attached hereto as EXHIBIT Ain effect immediately prior to the Effective Time, shall become be the Certificate of Incorporation of the Surviving Corporation until the same shall be altered or amended in accordance with applicable lawCorporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Flextronics International LTD), Agreement and Plan of Merger (Rutherford-Moran Oil Corp), Agreement and Plan of Merger (E Loan Inc)
Certificate of Incorporation. At The certificate of incorporation of MergerSub in effect immediately prior to the Effective Time, Time shall be the Certificate certificate of Incorporation of Merger Sub, attached hereto as EXHIBIT A, shall become the Certificate of Incorporation incorporation of the Surviving Corporation until the same shall be altered or amended in accordance therewith and with applicable lawLaw.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Union Miniere S a /Fi), Agreement and Plan of Merger (Laser Power Corp/Fa), Agreement and Plan of Merger (Laser Power Corp/Fa)
Certificate of Incorporation. At The certificate of incorporation of Merger Sub in effect at the Effective Time, Time will be the Certificate certificate of Incorporation of Merger Sub, attached hereto as EXHIBIT A, shall become the Certificate of Incorporation incorporation of the Surviving Corporation until the same shall be altered or amended in accordance with applicable law.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Century Communications Corp), Agreement and Plan of Merger (Century Communications Corp), Agreement and Plan of Merger (Adelphia Communications Corp)
Certificate of Incorporation. At the Effective Time, the (a) The Certificate of Incorporation of Merger Sub, attached hereto as EXHIBIT A, Sub in effect immediately prior to the Merger shall become be the Certificate of Incorporation of the Surviving Corporation until the same shall be altered or thereafter amended in accordance with applicable lawits terms and as provided by the Delaware Code.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hicks Thomas O), Agreement and Plan of Merger (Chancellor Media Corp of Los Angeles)
Certificate of Incorporation. At the Effective Time, the Certificate of Incorporation of Merger Sub, attached hereto as EXHIBIT A, the Surviving Corporation shall become be the Certificate of Incorporation of Merger Sub as in effect immediately prior to the Surviving Corporation Effective Time, until the same shall be altered or thereafter amended in accordance with applicable lawits terms and GBCC.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Edutrek Int Inc), Agreement and Plan of Merger (Career Education Corp)
Certificate of Incorporation. At the Effective Time, the The Certificate of Incorporation of Merger Sub, attached hereto Sub as EXHIBIT A, in effect immediately prior to the Effective Time shall become be the Certificate of Incorporation of the Surviving Corporation Corporation, until the same shall be altered or duly amended in accordance with applicable lawthe terms thereof and of the DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Coram Healthcare Corp), Agreement and Plan of Merger (Integrated Health Services Inc)
Certificate of Incorporation. At the Effective Time, the The Certificate of Incorporation of Merger Sub, attached hereto Sub as EXHIBIT A, in effect at the Effective Time shall become be the Certificate certificate of Incorporation incorporation of the Surviving Corporation until the same shall be altered thereafter changed or amended in accordance with as provided therein and under applicable law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Great Lakes Dredge & Dock Corp)
Certificate of Incorporation. At the Effective Time, the (a) The Certificate of Incorporation of Merger SubSub in effect immediately prior to the Merger, attached hereto as EXHIBIT AAnnex I, shall become be the Certificate of Incorporation of the Surviving Corporation until the same shall be altered or thereafter amended in accordance with applicable law.with
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Capstar Broadcasting Corp), Agreement and Plan of Merger (Chancellor Media Corp of Los Angeles)
Certificate of Incorporation. At The certificate of incorporation of Merger Sub as in effect at the Effective Time, Time shall be the Certificate certificate of Incorporation of Merger Sub, attached hereto as EXHIBIT A, shall become the Certificate of Incorporation incorporation of the Surviving Corporation (the “Certificate of Incorporation”) until the same shall be altered thereafter changed or amended in accordance with as provided therein and under applicable law.
Appears in 1 contract
Certificate of Incorporation. At The certificate of incorporation of Merger Sub in effect at and as of the Effective Time, Time will be the Certificate certificate of Incorporation of Merger Sub, attached hereto as EXHIBIT A, shall become the Certificate of Incorporation incorporation of the Surviving Corporation until upon and following the same shall be altered or amended in accordance with applicable lawMerger.
Appears in 1 contract
Samples: Agreement and Plan of Merger (On Site Sourcing Inc)
Certificate of Incorporation. At The certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Certificate certificate of Incorporation incorporation of Merger Subthe Surviving Corporation, attached hereto until thereafter changed or amended as EXHIBIT Aprovided therein or by applicable law, shall become except that Article I of the Certificate certificate of Incorporation incorporation of the Surviving Corporation until the same shall be altered or amended to read in accordance with applicable law.its entirety as follows: "The name of the Corporation (which is hereinafter referred to as the "Corporation") is 'X.X.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Scherer R P Corp /De/)
Certificate of Incorporation. At the Effective Time, the The Certificate of Incorporation of the Merger Sub, attached hereto as EXHIBIT A, Sub in effect immediately prior to the Effective Time shall become be the Certificate of Incorporation of the Surviving Corporation Corporation, until the same shall be altered or duly amended in accordance with applicable lawlaws; provided, however, the name of the Merger Sub shall be changed to be the same as the Company.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Equity Compression Services Corp)
Certificate of Incorporation. At the Effective Time, the The Certificate of Incorporation of Merger SubSub as in effect immediately prior to the Effective Time will, attached hereto as EXHIBIT Apursuant to terms of the Certificate of Merger, shall become the Certificate of Incorporation of the Surviving Corporation until the same shall be altered or amended in accordance with applicable lawCorporation.
Appears in 1 contract
Samples: Plan and Agreement (Aon Corp)
Certificate of Incorporation. At the Effective Time, the Certificate of Incorporation of Merger Sub, attached hereto as EXHIBIT Ain effect immediately prior to the Effective Time, shall become be the Certificate of Incorporation of the Surviving Corporation until the same shall be altered or thereafter duly amended in accordance with applicable lawlaw and such Certificate of Incorporation.
Appears in 1 contract
Certificate of Incorporation. At the Effective Time, the The Certificate of Incorporation of Merger Sub, attached hereto Sub as EXHIBIT A, in effect immediately prior to the Effective Time shall become be the Certificate of Incorporation of the Surviving Corporation Corporation, until the same shall be altered or duly amended in accordance with applicable lawthe terms thereof and of the FBCA.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Integrated Health Services Inc)
Certificate of Incorporation. At The Certificate of Incorporation of Merger Sub in effect immediately prior to the Effective Time shall be the Certificate of Incorporation of the Surviving Corporation, until duly amended in accordance with applicable law. Promptly following the Effective Time, the Certificate of Incorporation of Merger Sub, attached hereto as EXHIBIT A, shall become the Certificate of Incorporation of the Surviving Corporation until the same shall be altered or amended in accordance with applicable lawto change the corporation's name to "OrthoLink Physicians Corporation."
Appears in 1 contract
Samples: Agreement and Plan of Merger (United Surgical Partners International Inc)
Certificate of Incorporation. At the Effective Time, the Certificate of Incorporation of Merger Sub, attached hereto Sub as EXHIBIT A, in effect immediately prior to the Effective Time shall become be the Certificate of Incorporation of the Surviving Corporation until the same shall be altered thereafter changed or amended in accordance with applicable law.as provided therein or by the DGCL. SECTION 3.2
Appears in 1 contract
Certificate of Incorporation. At the Effective Time, the The Certificate of Incorporation of Merger Sub, attached hereto as EXHIBIT A, Sub shall become be the Certificate of Incorporation of the Surviving Corporation Corporation, until the same shall be altered or duly amended in accordance with applicable law, provided that the name of the Surviving Corporation shall be "Communication Resources Incorporated." Such Certificate is attached to the Certificate of Merger as Exhibit 1.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Viasource Communications Inc)
Certificate of Incorporation. At the Effective Time, the The Certificate of Incorporation Merger shall amend and restate the certificate of Merger Sub, attached hereto as EXHIBIT A, shall become the Certificate of Incorporation incorporation of the Surviving Corporation until in its entirety at and as of the same shall be altered or amended in accordance with applicable lawEffective Time to read as did the certificate of incorporation of the Buyer immediately prior to the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cra Managed Care Inc)
Certificate of Incorporation. At the Effective Time, the Certificate of Incorporation of the Merger Sub, attached hereto as EXHIBIT A, Sub shall become be the Certificate of Incorporation of the Surviving Corporation until the same shall be altered or amended in accordance with applicable lawCorporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Ibasis Inc)
Certificate of Incorporation. At The certificate of incorporation of Merger Sub as in effect at the Effective Time, Time shall be the Certificate certificate of Incorporation of Merger Sub, attached hereto as EXHIBIT A, shall become the Certificate of Incorporation incorporation of the Surviving Corporation until the same shall be altered thereafter changed or amended in accordance with as provided therein and under applicable lawLaw or Order.
Appears in 1 contract
Samples: Asset Purchase Agreement (Biw LTD)
Certificate of Incorporation. At the Effective Time, the Certificate certificate of Incorporation of Merger Sub, attached hereto as EXHIBIT A, shall become the Certificate of Incorporation incorporation of the Surviving Corporation until the same shall be altered or amended and restated in accordance with applicable lawits entirety to read as the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Vs&a Communications Partners Iii Lp)
Certificate of Incorporation. At the Effective Time, the Certificate of Incorporation of the Merger Sub, attached hereto as EXHIBIT Ain effect immediately prior to the Effective Time, shall become be the Certificate of Incorporation of the Surviving Corporation until hereafter amended as provided by the same shall be altered or amended in accordance with applicable lawDGCL.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Vsus Technologies Inc)
Certificate of Incorporation. At The certificate of incorporation of Merger Sub in effect at the Effective TimeTime shall be the certificate of incorporation of the Surviving Corporation, with such amendments thereto as set forth in Exhibit A of the Certificate of Incorporation of Merger SubMerger, attached hereto as EXHIBIT A, shall become the Certificate of Incorporation of the Surviving Corporation until the same shall be altered or amended in accordance with applicable lawLaw.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Resolute Forest Products Inc.)
Certificate of Incorporation. At the Effective Time, the Certificate of Incorporation of Merger Sub, attached hereto Sub as EXHIBIT A, in effect immediately prior to the Effective Time shall become be the Certificate of Incorporation of the Surviving Corporation until the same shall be altered or amended in accordance with applicable lawCorporation.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (HCC Insurance Holdings Inc/De/)
Certificate of Incorporation. At the Effective Time, the The Certificate of Incorporation of Merger Sub, attached hereto as EXHIBIT Aamended by the Certificate of Merger, shall become be the Certificate of Incorporation of the Surviving Corporation until the same shall be altered or further amended in accordance with applicable law; provided that such Certificate of Incorporation shall be amended to change the name of such corporation to "Renaissance Software, Inc.".
Appears in 1 contract
Samples: Agreement and Plan of Merger (Vertex Industries Inc)
Certificate of Incorporation. At the Effective Time, the Certificate of Incorporation of Merger Sub, attached hereto as EXHIBIT A, Sub shall be and become the Certificate of Incorporation of the Surviving Corporation until the same shall be altered or amended in accordance with applicable lawCorporation.
Appears in 1 contract
