Certificate of Incorporation. At the Effective Time, the certificate of incorporation of the Surviving Corporation shall be amended and restated as set forth in Exhibit A and, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation until further amended in accordance with Applicable Law.
Appears in 9 contracts
Samples: Agreement and Plan of Merger (Pioneer Natural Resources Co), Agreement and Plan of Merger (Pioneer Natural Resources Co), Agreement and Plan of Merger (Exxon Mobil Corp)
Certificate of Incorporation. At the Effective Time, the certificate of incorporation of the Surviving Corporation shall shall, by virtue of the Merger and all other applicable action by Parent and the Surviving Corporation, be amended and restated so as to read in its entirety in the form set forth in as Exhibit A andB hereto, until thereafter changed or amended as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation until further amended in accordance with Applicable provided therein or by applicable Law.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Extreme Networks Inc), Agreement and Plan of Merger (Aerohive Networks, Inc), Agreement and Plan of Merger (Integrated Device Technology Inc)
Certificate of Incorporation. At the Effective Time, the certificate The Certificate of incorporation Incorporation of the Surviving Corporation shall be amended and restated at and as set forth in Exhibit A and, of the Effective Time to read as so amended and restated, shall be did the certificate Certificate of incorporation Incorporation of the Subsidiary immediately prior to the Effective Time (except that the name of the Surviving Corporation until further amended in accordance with Applicable Lawshall remain unchanged).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Corporate Express Inc), Agreement and Plan of Merger (Corporate Express Inc), Agreement and Plan of Merger (Data Documents Inc)
Certificate of Incorporation. At the Effective Time, the certificate The Certificate of incorporation Incorporation of the Surviving Corporation shall be amended at the Effective Time to be in the form of Exhibit B, and restated as set forth in Exhibit A and, as so amended and restatedamended, such Certificate of Incorporation shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation (the “Certificate of Incorporation”) until further thereafter changed or amended in accordance with as provided therein or by Applicable Law.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Pxre Group LTD), Agreement and Plan of Merger (Argo Group International Holdings, Ltd.), Agreement and Plan of Merger (Pxre Group LTD)
Certificate of Incorporation. At the Effective Time, the The certificate of incorporation of the Surviving Corporation shall be amended and restated at the Effective Time so as to read in its entirety as set forth in Exhibit A A, and, as so amended and restatedamended, shall be the certificate of incorporation of the Surviving Corporation until further thereafter amended in accordance with Applicable Lawas provided therein and under the DGCL.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Audentes Therapeutics, Inc.), Agreement and Plan of Merger (Salix Pharmaceuticals LTD)
Certificate of Incorporation. At the Effective Time, the certificate of incorporation of the Initial Surviving Corporation shall be amended and restated so as to read in its entirety as set forth in Exhibit A and, B until thereafter changed or amended as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation until further amended in accordance with Applicable Lawprovided therein or by applicable law.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Cigna Corp), Agreement and Plan of Merger (Anthem, Inc.), Agreement and Plan of Merger
Certificate of Incorporation. At the Effective Time, the certificate of incorporation of the Surviving Corporation shall be amended and restated as set forth to read in its entirety in the form of Exhibit A B and, as so amended and restatedamended, shall be the certificate of incorporation of the Surviving Corporation until further thereafter amended in accordance with Applicable Lawits terms and as provided by law.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Destia Communications Inc), Agreement and Plan of Merger (Viatel Inc), Agreement and Plan of Merger (Talk Com)
Certificate of Incorporation. At the Effective Time, the certificate Certificate of incorporation Incorporation of the Surviving Corporation shall be amended and restated in its entirety to read as set forth in Exhibit A B hereto, and, as so amended and restatedamended, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until further thereafter amended in accordance with Applicable Lawthe DGCL and such Certificate of Incorporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Bazaarvoice Inc), Agreement and Plan of Merger (SolarWinds, Inc.), Agreement and Plan of Merger (SolarWinds, Inc.)
Certificate of Incorporation. At the Effective Time, the certificate of incorporation of the Surviving Corporation shall be amended and restated as set forth in Exhibit A A, and, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation until further amended in accordance with Applicable Law.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (PGT Innovations, Inc.), Agreement and Plan of Merger (PGT Innovations, Inc.), Agreement and Plan of Merger (Masonite International Corp)
Certificate of Incorporation. At the Effective Time, the The certificate of incorporation of the Surviving Corporation shall be amended and restated as set forth in Exhibit A and, as so amended and restated, shall a result of the Merger to be substantially similar to the certificate of incorporation of the Surviving Corporation Purchaser immediately prior to the Effective Time until further amended in accordance with Applicable Lawapplicable law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Crane & Co Inc), Voting Agreement (American Bank Note Holographics Inc)
Certificate of Incorporation. At the Effective Time, the (a) The certificate of incorporation of the Surviving Corporation shall Company shall, at the Effective Time, be amended and restated to read in its entirety as set forth in on Exhibit A B and, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation until further amended in accordance with Applicable Law(the “Surviving Charter”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Itc Deltacom Inc), Agreement and Plan of Merger (Earthlink Inc)
Certificate of Incorporation. At the Effective Time, the certificate of incorporation of the Surviving Corporation shall shall, by virtue of the Merger, be amended and restated so as to read in its entirety in the form set forth in as Exhibit A andB hereto, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation until further amended in accordance with Applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (MediaMind Technologies Inc.), Agreement and Plan of Merger (DG FastChannel, Inc)
Certificate of Incorporation. At the Effective Time, the certificate of incorporation of the Surviving Corporation Company shall be amended and restated to be in the form attached hereto as set forth in Exhibit A andB, and as so amended and restated, shall restated will be the certificate of incorporation of the Surviving Corporation until further thereafter amended in accordance with its terms and Applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Open Text Corp), Agreement and Plan of Merger (Actuate Corp)
Certificate of Incorporation. At the Effective Time, the certificate ---------------------------- of incorporation of the Surviving Corporation shall be amended and restated as restated, substantially in the form set forth in Exhibit on EXHIBIT A andhereto, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation until further 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 and Reorganization (Yurie Systems Inc), Agreement and Plan of Merger and Reorganization (Yurie Systems Inc)
Certificate of Incorporation. At the Effective Time, the certificate of incorporation of the Surviving Corporation shall be amended and restated such that the certificate of incorporation of Merger Subsidiary as set forth in Exhibit A and, as so amended and restated, effect immediately prior to the Effective Time shall be the certificate of incorporation of the Surviving Corporation until further thereafter changed or amended in accordance with as provided therein or by Applicable Law.; provided that the name of the Surviving Corporation shall be “Juniper Networks, Inc.”
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Juniper Networks Inc), Agreement and Plan of Merger (Hewlett Packard Enterprise Co)
Certificate of Incorporation. At the Effective Time, the The certificate of incorporation of the Surviving Corporation shall be amended and restated as set forth in Exhibit A and, of the Effective Time to be substantially the same as so amended and restated, shall be the certificate of incorporation of attached hereto as Exhibit B, until the Surviving Corporation until further same shall thereafter be altered, amended or repealed in accordance with Applicable Lawapplicable Law or such certificate of incorporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (iPCS, INC), Agreement and Plan of Merger (Sprint Nextel Corp)
Certificate of Incorporation. At the Effective Time, the The certificate of incorporation of the Surviving Corporation shall be amended and restated as set forth at the Effective Time to be in the form of Exhibit A and, as so amended and restated, such certificate of incorporation shall be the certificate of incorporation of the Surviving Corporation (the “Certificate of Incorporation”), until further thereafter amended in accordance with Applicable as provided therein or by applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Amazon Com Inc), Agreement and Plan of Merger (Audible Inc)
Certificate of Incorporation. At the Effective Time, the The certificate of incorporation of the Surviving Corporation shall be amended and restated as set forth in Exhibit A and, of the Effective Time to be substantially the same as so amended and restated, shall be the certificate of incorporation of attached hereto as Exhibit A, until the Surviving Corporation until further same shall thereafter be altered, amended or repealed in accordance with Applicable Lawapplicable Law or such certificate of incorporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ubiquitel Inc), Agreement and Plan of Merger (Alamosa Holdings Inc)
Certificate of Incorporation. At the Effective Time, the certificate The Certificate of incorporation Incorporation of the Surviving Corporation shall be amended and restated as set forth in Exhibit A and, as so amended and restated, shall be to contain the certificate of incorporation substantive provisions of the Surviving Corporation until further amended Certificate of Incorporation of the Purchaser as in accordance with Applicable Law.effect at the Effective Time. 2.5
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Golden Gate Acquisitions Inc), Agreement and Plan of Merger (MDL Information Systems Inc)
Certificate of Incorporation. At the Effective Time, the certificate of incorporation of the Surviving Corporation shall be amended and restated to be in the form attached as set forth in Exhibit A andI hereto, until thereafter amended as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation until further amended provided therein or in accordance with Applicable Lawapplicable law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Gsi Commerce Inc), Agreement and Plan of Merger (Gsi Commerce Inc)
Certificate of Incorporation. At the Effective Time, by virtue of the Merger, the certificate of incorporation of the Surviving Corporation shall be amended and restated in its entirety to read as set forth in Exhibit A B and, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation until further amended in accordance with Applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sovos Brands, Inc.), Agreement and Plan of Merger (Campbell Soup Co)
Certificate of Incorporation. At the Effective Time, the The certificate of incorporation of the Surviving Corporation immediately following the Effective Time shall be amended and restated as set forth in Exhibit A and, as its entirety so amended and restated, shall be that such certificate of incorporation is identical to the certificate of incorporation of Merger Sub as in effect immediately prior to the Surviving Corporation until further amended in accordance with Applicable LawEffective Time, except that (i) the name of the corporation set forth therein shall be changed to the name of the Company and (ii) the identity of the sole incorporator shall be deleted.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Axway Inc.), Agreement and Plan of Merger (Tumbleweed Communications Corp)
Certificate of Incorporation. At the Effective Time, the certificate Certificate of incorporation Incorporation of the Surviving Corporation shall be the Restated Certificate of Incorporation attached hereto as Exhibit 1, until thereafter amended as provided therein and restated as set forth in Exhibit A and, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation until further amended in accordance with Applicable Lawby applicable law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ntelos Holdings Corp), Agreement and Plan of Merger (Ntelos Holdings Corp)
Certificate of Incorporation. At the Effective Time, the certificate of incorporation of the Surviving Corporation Company shall be amended and restated as set forth in its entirety to be in the form of Exhibit A and, as so amended and restated, such certificate of incorporation shall be the certificate of incorporation of the Surviving Corporation (the “Charter”) until further thereafter amended in accordance with Applicable as provided therein or by applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Walgreens Boots Alliance, Inc.), Agreement and Plan of Merger (Rite Aid Corp)
Certificate of Incorporation. At the Effective Time, the The certificate of incorporation of the Surviving Corporation shall Company shall, at the Effective Time, be amended and restated to read in its entirety as set forth in on Exhibit A and, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation (the “Surviving Charter”), until further amended in accordance with Applicable as provided therein and by applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Emdeon Inc.), Agreement and Plan of Merger (Warner Music Group Corp.)
Certificate of Incorporation. At the Effective Time, the The certificate of incorporation of the Surviving Corporation shall be amended and restated at and as set forth in Exhibit A and, of the Effective Time to read as so amended and restated, shall be did the certificate of incorporation of Transitory Subsidiary immediately prior to the Effective Time (except that the name of Surviving Corporation until further amended in accordance with Applicable Lawwill remain unchanged).
Appears in 2 contracts
Samples: Merger Agreement (Stericycle Inc), Agreement and Plan of Merger (F5 Networks Inc)
Certificate of Incorporation. At the Effective Time, the The certificate of incorporation of the Surviving Corporation shall Company shall, at the Effective Time and without any further action on the party of any party hereto, be amended and restated to read in its entirety as set forth in on Exhibit A and, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation (the “Surviving Charter”), until further amended in accordance with Applicable as provided therein and by applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Feldenkreis George), Agreement and Plan of Merger (Perry Ellis International, Inc)
Certificate of Incorporation. At the Effective Time, the certificate The Certificate of incorporation Incorporation of the Surviving Corporation shall be amended and restated at and as set forth of the Effective Time to be identical to the Certificate of Incorporation of Subsidiary as in Exhibit A and, as so amended and restated, shall be effect immediately prior to the certificate of incorporation Effective Time (except that the name of the Surviving Corporation until further will remain unchanged), and thereafter may be amended in accordance with Applicable Lawits terms and as provided in the BCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Comforce Corp), Agreement and Plan of Merger (Uniforce Services Inc)
Certificate of Incorporation. At As of the Effective Time, the certificate of incorporation of the Surviving Corporation shall be amended and restated as pursuant to the terms set forth in Exhibit A andthe Certificate of Merger, and as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation until further amended in accordance with Applicable applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Advanced Drainage Systems, Inc.), Agreement and Plan of Merger (Sparton Corp)
Certificate of Incorporation. At the Effective Time, the certificate of incorporation of the Surviving Corporation Company shall be amended and restated in its entirety as set forth in Exhibit A hereto and, as so amended and restatedamended, shall be remain the certificate of incorporation of the Surviving Corporation until further thereafter amended in accordance with as provided therein or by Applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Aetna Inc /Pa/), Agreement and Plan of Merger (Coventry Health Care Inc)
Certificate of Incorporation. At the Effective Time, the certificate The Certificate of incorporation Incorporation of the Surviving Corporation shall be amended and restated as set forth at the Effective Time to read in the form of Exhibit A and, as so amended and restatedamended, such Certificate of Incorporation shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until further thereafter changed or amended in accordance with Applicable as provided therein or by applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Verso Technologies Inc), Agreement and Plan of Merger (MCK Communications Inc)
Certificate of Incorporation. At the Effective Time, the The certificate of incorporation of the Surviving Corporation after the Effective Time shall be amended and restated as set forth in Exhibit A and, until thereafter changed or amended as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation until further amended in accordance with Applicable Lawprovided therein or by applicable law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cmac Investment Corp), Agreement and Plan of Merger (Amerin Corp)
Certificate of Incorporation. At the Effective Time, the certificate The Certificate of incorporation Incorporation of the Surviving Corporation shall be amended and restated as set forth in Exhibit A and, as so amended and restated, shall be to contain the certificate of incorporation substantive provisions of the Surviving Corporation until further amended Certificate of Incorporation of the Purchaser as in accordance with Applicable Laweffect at the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Diamond Multimedia Systems Inc), Agreement and Plan of Merger (Micronics Computers Inc /Ca)
Certificate of Incorporation. At the Effective Time, the certificate The Certificate of incorporation Incorporation of the Surviving Corporation shall be amended and restated as set forth of the Effective Time to be identical to the Certificate of Incorporation of Sub as in Exhibit A andeffect immediately prior to the Effective Time until thereafter amended in accordance with the provisions thereof or as provided by law; provided, as so amended and restatedhowever, shall be that Article I of the certificate Certificate of incorporation Incorporation of the Surviving Corporation until further will be amended in accordance with Applicable Law.at the Effective Time to read: “The name of the corporation is Unidym, Inc.”
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Arrowhead Research Corp)
Certificate of Incorporation. At the Effective Time, the The certificate of incorporation of the Surviving Corporation shall shall, by virtue of the Merger and without any action on the part of Parent, Merger Sub or the Company, be amended and restated at the Effective Time so as to read in its entirety as set forth in Exhibit A B, and, as so amended and restatedamended, shall be the certificate of incorporation of the Surviving Corporation until further thereafter amended in accordance with Applicable Lawas provided therein and under the DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pandion Therapeutics, Inc.), Agreement and Plan of Merger (Arqule Inc)
Certificate of Incorporation. At the Effective Time, the certificate of incorporation of the Surviving Corporation shall be amended and restated so that it reads in its entirety the same as set forth in Exhibit A and, as so amended and restated, shall be the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time (except with respect to the authorized common stock of the Surviving Corporation Corporation, and except that all references therein to Merger Sub shall be amended to become references to the Surviving Corporation), until further amended in accordance with Applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (FTS International, Inc.), Agreement and Plan of Merger (FTS International, Inc.)
Certificate of Incorporation. At the Effective Time, the The certificate of incorporation of the Surviving Corporation Company, as in effect immediately prior to the Effective Time, shall upon the Effective Time be amended and restated in full to read as set forth in Exhibit A and, 2.1 and as so amended and restated, restated shall be the certificate of incorporation of the Surviving Corporation until further amended in accordance with Applicable LawCorporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Solo Texas, LLC), Agreement and Plan of Merger (Sweetheart Holdings Inc \De\)
Certificate of Incorporation. At the Effective Time, the certificate The Certificate of incorporation Incorporation of the Surviving Corporation shall be amended and restated at and as set forth in Exhibit A and, of the Effective Time to read as so amended and restated, shall be did the certificate Certificate of incorporation Incorporation of the Transitory Subsidiary immediately prior to the Effective Time (except that the name of the Surviving Corporation until further amended in accordance with Applicable Lawwill remain unchanged).
Appears in 2 contracts
Samples: Merger Purchase Agreement (Rexall Sundown Inc), Agreement and Plan of Merger (Rainbow Technologies Inc)
Certificate of Incorporation. At the Effective Time, the certificate of incorporation of the Surviving Corporation shall be amended and restated so that it reads in its entirety the same as set forth in Exhibit A and, as so amended and restated, shall be the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time (except that all references therein to Merger Sub shall be automatically amended to become references to the Surviving Corporation Corporation), until further amended in accordance with Applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (ProFrac Holding Corp.), Agreement and Plan of Merger (FTS International, Inc.)
Certificate of Incorporation. At the Effective Time, the certificate The Certificate of incorporation Incorporation of the Surviving Corporation shall be amended and restated as set forth at the Effective Time to read in the form of Exhibit A F, and, as so amended and restatedamended, such Certificate of Incorporation shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until further thereafter changed or amended in accordance with Applicable as provided therein or by applicable Law.
Appears in 2 contracts
Samples: Subscription, Merger and Exchange Agreement (Specialty Laboratories Inc), Subscription, Merger and Exchange Agreement (Ameripath Inc)
Certificate of Incorporation. At the Effective Time, the The certificate of incorporation of the Surviving Corporation shall be amended and restated at and as set forth in Exhibit A and, of the Effective Time to read as so amended and restated, shall be did the certificate of incorporation of Merger Sub immediately prior to the Effective Time (except that the name of Surviving Corporation until further amended in accordance with Applicable Lawwill remain unchanged).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Telular Corp), Agreement and Plan of Merger (Neophotonics Corp)
Certificate of Incorporation. At The Certificate of Incorporation of Surviving Corporation in effect at the Effective Time, the certificate of incorporation of the Surviving Corporation Time shall be amended and restated as set forth in Exhibit A and, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation until further amended Effective Time so as to read in accordance with Applicable Law.its entirety in the form attached hereto as Exhibit B.
Appears in 1 contract
Certificate of Incorporation. At the Effective Time, the certificate of incorporation of the Surviving Corporation Company shall be amended and restated in the form attached hereto as set forth in Exhibit A andA, and as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation until further amended in accordance with Applicable Lawas provided therein and by applicable Law (the "Surviving Charter").
Appears in 1 contract
Samples: Agreement and Plan of Merger
Certificate of Incorporation. At the Effective Time, the The certificate of incorporation of the Surviving Corporation shall shall, at the Effective Time, be amended and restated as set forth in accordance with Exhibit A and, as so amended and restated, shall be attached hereto (the certificate of incorporation of the "Surviving Corporation Charter") until further amended in accordance with Applicable Lawthe Surviving Charter and applicable Laws.
Appears in 1 contract
Certificate of Incorporation. At the Effective Time, the certificate of incorporation of the Surviving Corporation Company shall be amended and restated in the form attached hereto as set forth in Exhibit A andA, and as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation until further amended in accordance with Applicable Lawas provided therein and by applicable Law (the “Surviving Charter”).
Appears in 1 contract
Certificate of Incorporation. At the Effective Time, the The certificate of incorporation of the Surviving Corporation shall be amended and restated as set forth in Exhibit A and, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation Company, which shall be amended and restated at the Effective Time as set forth in Exhibit D attached hereto, which is incorporated by reference herein, until such certificate of incorporation is further amended in accordance with Applicable Lawapplicable law.
Appears in 1 contract
Certificate of Incorporation. At Subject to Section 7.02 at the Effective Time, the certificate of incorporation of the Surviving Corporation shall be amended and restated to read in the form attached hereto as set forth in Exhibit A andA, and as so amended and restated, restated shall be the certificate of incorporation of the Surviving Corporation until further thereafter changed or amended in accordance with as provided therein or by Applicable Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Aveo Pharmaceuticals, Inc.)
Certificate of Incorporation. At the Effective Time, the The certificate of incorporation of the Surviving Corporation Corporation, as in effect immediately prior to the Effective Time, shall be amended and restated as of the Effective Time so as to contain the provisions, and only the provisions, set forth in Exhibit A andD annexed hereto, as so until amended and restated, shall be the certificate of incorporation of the Surviving Corporation until further amended or repealed in accordance with Applicable Lawthe provisions thereof and applicable law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Altair Engineering Inc.)
Certificate of Incorporation. At the Effective Time, the The certificate of incorporation of the Surviving Corporation shall Company shall, at the Effective Time, be amended and restated to read in its entirety as set forth in on Exhibit A C and, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation (the “Surviving Charter”), until further amended as provided in accordance with Applicable the Surviving Charter or by applicable Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (MAGNACHIP SEMICONDUCTOR Corp)
Certificate of Incorporation. At As of the Effective Time, the certificate of incorporation of the Surviving Corporation shall will be amended and restated as pursuant to the terms set forth in Exhibit A andthe Certificate of Merger, and as so amended and restated, shall will be the certificate of incorporation of the Surviving Corporation until further amended in accordance with Applicable applicable Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Brooks Automation Inc)
Certificate of Incorporation. At the Effective Time, the The certificate of incorporation of the Surviving Corporation Corporation, as in effect immediately prior to the Effective Time, shall be amended and restated as set forth in Exhibit A and, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation Effective Time so as to contain the provisions, and only the provisions, contained in the exhibit attached to the Certificate of Merger, until further amended or repealed in accordance with Applicable the provisions thereof and applicable Law.
Appears in 1 contract
Certificate of Incorporation. At the Effective Time, the certificate of incorporation of the Surviving Corporation shall be amended and restated as set forth in Exhibit A and, as so amended and restated, such certificate of incorporation shall be the certificate of incorporation of the Surviving Corporation until further thereafter amended in accordance with Applicable Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Anacor Pharmaceuticals, Inc.)
Certificate of Incorporation. At the Effective Time, the The certificate of incorporation of the Surviving Corporation shall be amended and restated at the Effective Time so as to read in its entirety as set forth in Exhibit A B, and, as so amended and restatedamended, shall be the certificate of incorporation of the Surviving Corporation until further thereafter amended in accordance with Applicable Lawas provided therein and under the DGCL.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ocata Therapeutics, Inc.)
Certificate of Incorporation. At the Effective Time, the certificate The Certificate of incorporation Incorporation of the Surviving Corporation from and after the Effective Time shall be amended and restated as set forth in Exhibit A andB to this Agreement, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation until thereafter further amended in accordance with Applicable Lawas provided by law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Herley Industries Inc /New)
Certificate of Incorporation. At the Effective Time, the The certificate of incorporation of the Surviving Corporation shall be amended and restated immediately following the Effective Time as set forth in Exhibit A the Certificate of Merger, and, as so amended and restatedamended, shall be the certificate of incorporation of the Surviving Corporation until further amended in accordance with Applicable applicable Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Hillman Companies Inc)
Certificate of Incorporation. At the Effective Time, the certificate The Certificate of incorporation Incorporation of the Surviving Corporation shall be amended at the Effective Time to be in the form of Exhibit A, and restated as set forth in Exhibit A and, as so amended and restatedamended, such Certificate of Incorporation shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation (the “Certificate of Incorporation”) until further thereafter changed or amended in accordance with as provided therein or by Applicable Law.
Appears in 1 contract
Certificate of Incorporation. At the Effective Time, the certificate The Certificate of incorporation Incorporation of the Surviving Corporation shall be amended and restated as set forth at the Effective Time to read substantially in the form of Exhibit A C and, as so amended and restatedamended, such Certificate of Incorporation shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until further thereafter changed or amended in accordance with Applicable Lawas provided therein or by applicable law.
Appears in 1 contract
Certificate of Incorporation. At The certificate of incorporation of the Surviving Corporation shall be amended and restated as of the Effective Time to be identical to the certificate of incorporation of the Merger Sub as in effect immediately prior to the Effective Time; provided, however, that at the Effective Time, the certificate of incorporation of the Surviving Corporation shall be amended and restated as set forth in Exhibit A and, as so amended and restated, shall be such that the certificate of incorporation name of the Surviving Corporation until further amended in accordance with Applicable Law.shall be “Pixia Corp.”
Appears in 1 contract
Certificate of Incorporation. At the Effective Time, the The amended and restated certificate of incorporation of the Surviving Corporation Company, as changed and as set forth on Exhibit C hereto, shall from and after the Effective Time be the amended and restated as set forth in Exhibit A and, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation until further thereafter amended in accordance with Applicable Lawas provided by the DGCL and such restated certificate of incorporation.
Appears in 1 contract
Samples: Recapitalization Agreement (Sunburst Hospitality Corp)
Certificate of Incorporation. At the Effective Time, the The certificate of incorporation of the Surviving Corporation shall be amended and restated effective as of the Effective Time so as to read in its entirety in the form set forth in Exhibit A andB hereto, until thereafter amended as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation until further amended in accordance with Applicable Lawprovided by applicable law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (United Rentals North America Inc)
Certificate of Incorporation. At the Effective Time, the certificate The Certificate of incorporation Incorporation of the Surviving Corporation shall be amended and restated at and as set forth in Exhibit A and, of the Effective Time to read as so amended and restated, shall be did the certificate Certificate of incorporation Incorporation of the Acquisition Corporation immediately prior to the Effective Time (except that the name of the Surviving Corporation until further amended in accordance with Applicable Lawwill remain unchanged).
Appears in 1 contract
Certificate of Incorporation. At the Effective Time, the The certificate of incorporation of the Surviving Corporation shall be amended and restated at the Effective Time to be in the form attached as set forth in Exhibit A hereto and, as so amended and restated, such certificate of incorporation shall be the certificate of incorporation of the Surviving Corporation (the “Certificate of Incorporation”), until further thereafter amended in accordance with Applicable as provided therein or by applicable Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Pediatric Services of America Inc)
Certificate of Incorporation. At the Effective Time, the certificate The Certificate of incorporation Incorporation of the Surviving Corporation shall shall, by virtue of the Merger and without any further action on the part of the Surviving Corporation be amended and restated to read in its entirety as set forth in Exhibit A andC hereto, as so amended and restated, such Certificate of Incorporation shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until further thereafter amended in accordance with Applicable Lawas provided by law and such Certificate of Incorporation.
Appears in 1 contract
Certificate of Incorporation. At the Effective Time, the The certificate of incorporation of the Surviving Corporation shall be amended and restated at and as set forth in Exhibit A and, of the Effective Time to read as so amended and restated, shall be did the certificate of incorporation of Merger Subsidiary immediately prior to the Effective Time (except that the name of Surviving Corporation until further amended in accordance with Applicable Lawwill remain unchanged).
Appears in 1 contract
Samples: Agreement and Plan of Merger and Acquisition Agreement (Pivot Pharmaceuticals Inc.)
Certificate of Incorporation. At the Effective Time, the certificate of incorporation of the Surviving Corporation shall be amended and restated as set forth in Exhibit Annex A and, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation until further amended in accordance with Applicable Lawattached hereto.
Appears in 1 contract
Certificate of Incorporation. At the Effective Time, the certificate Certificate of incorporation Incorporation of the Surviving Corporation shall be amended and restated in the form attached hereto as set forth in Exhibit A and, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation until further amended in accordance with Applicable Law2.1.
Appears in 1 contract
Certificate of Incorporation. At the Effective Time, the certificate The Certificate of incorporation Incorporation of the Surviving Corporation shall be amended in its entirety at and restated as set forth in Exhibit A and, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation until further amended Effective Time in accordance with Applicable Law.the form attached hereto as Exhibit B.
Appears in 1 contract
Samples: Merger Agreement (Cohen Phillip Ean)
Certificate of Incorporation. At the Effective Time, the The certificate of incorporation of the Surviving Corporation shall be amended and restated at and as set forth in Exhibit A and, of the Effective Time to read as so amended and restated, shall be did the certificate of incorporation of the Merger Sub immediately prior to the Effective Time until thereafter amended as provided therein or by applicable law (except that the name of the Surviving Corporation until further amended in accordance with Applicable Lawwill remain unchanged).
Appears in 1 contract
Samples: Agreement and Plan of Merger
Certificate of Incorporation. At the Effective Time, the certificate of incorporation of the Surviving Corporation shall be amended and restated to read in its entirety as set forth in Exhibit A andB, and as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation until further amended in accordance with as provided therein or by Applicable Law.
Appears in 1 contract
Certificate of Incorporation. At the Effective Time, the certificate The Certificate of incorporation --------------------- ---------------------------- Incorporation of the Surviving Corporation shall be amended so that from and restated after the Effective Time, the Certificate of Incorporation of Fiserv Sub in effect immediately prior to the Effective Time, which shall be in the form attached hereto as set forth in Exhibit A and, as so amended and restatedA, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until further amended in accordance with thereafter amended, altered or repealed as provided therein or by Applicable Law.
Appears in 1 contract
Certificate of Incorporation. At the Effective Time, the The certificate of incorporation of the Surviving Corporation shall be amended and restated at the Effective Time to be identical to the Certificate of Incorporation of Merger Sub as set forth in Exhibit A and, as so amended and restated, shall be effect immediately prior to the certificate of incorporation of the Surviving Corporation until further amended in accordance with Applicable LawEffective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Mercury Interactive Corp)
Certificate of Incorporation. At the Effective Time, the certificate of incorporation of the Surviving Corporation shall be amended and restated as set forth to read in its entirety in the form of Exhibit A hereto, and, as so amended and restatedamended, shall be the certificate of incorporation of the Surviving Corporation until further amended in accordance with Applicable Law.
Appears in 1 contract
Certificate of Incorporation. At As of the Effective Time, the certificate of incorporation of the Surviving Corporation shall be amended and restated to be the same as set forth in Exhibit A and, as so amended and restated, shall be the certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time, until thereafter amended as provided therein and in accordance with applicable Law, except that the name of the Surviving Corporation until further amended shall be a name designated in accordance with Applicable Lawwriting by Parent in its sole discretion prior to Closing.
Appears in 1 contract
Samples: Agreement and Plan of Merger (VectivBio Holding AG)
Certificate of Incorporation. At the Effective Time, the certificate of incorporation of the Surviving Corporation shall be amended and restated in its entirety to read as set forth in Exhibit A B hereto, and, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation until further thereafter amended in accordance with Applicable Lawthe DGCL and such certificate of incorporation.
Appears in 1 contract
Certificate of Incorporation. At the Effective Time, the certificate of incorporation of the Surviving Corporation shall be amended and restated to read in its entirety as set forth in Exhibit A andA, and as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation until further amended in accordance with as provided therein or by Applicable Law.
Appears in 1 contract
Certificate of Incorporation. At the Effective Time, the certificate of incorporation of the Surviving Corporation shall be amended and restated in its entirety to read as set forth in Exhibit A and, as so amended and restated, shall be the certificate of incorporation attached hereto as Exhibit C, until thereafter changed or amended as provided therein or by applicable Law, except that Article I thereof shall be amended to read as follows: "The name of the Surviving Corporation until further amended in accordance with Applicable Law.is AMC Entertainment Inc."
Appears in 1 contract
Samples: Agreement and Plan of Merger (Amc Entertainment Inc)
Certificate of Incorporation. At the Effective Time, the The certificate of incorporation of the Surviving Corporation shall be amended and restated as of the Effective Time in the manner set forth in Exhibit A and, as so the Certificate of Merger. Such amended and restated, shall be the certificate of incorporation of the Surviving Corporation shall continue in full force and effect until further amended in accordance with Applicable Lawthe manner prescribed by the relevant provisions of the DGCL.
Appears in 1 contract
Certificate of Incorporation. At the Effective Time, the certificate of incorporation of the Surviving Corporation shall be amended and restated to read as set forth in on Exhibit A andhereto, and as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation until further thereafter amended in accordance with Applicable applicable Law.
Appears in 1 contract
Certificate of Incorporation. At the Effective Time, the The certificate of incorporation of the Surviving Corporation shall be amended and restated as set forth in its entirety at the Effective Time to be in the form of Exhibit A and, as so amended and restatedamended, such Certificate of Incorporation shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation (the “Certificate of Incorporation”) until further thereafter amended in accordance with Applicable Lawas provided therein or by law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Alliance Laundry Systems LLC)
Certificate of Incorporation. At the Effective Time, the certificate of incorporation of the Surviving Corporation shall be amended and restated as set forth to read in its entirety in the form of Exhibit A andhereto, and as so amended and restatedamended, shall be the certificate of incorporation of the Surviving Corporation until further duly amended in accordance with Applicable Lawor repealed.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Netsmart Technologies Inc)
Certificate of Incorporation. At the Effective Time, the certificate The Certificate of incorporation Incorporation of the Surviving Corporation shall be amended and restated at and as set forth in Exhibit A and, of the Effective Time to read as so amended and restated, shall be did the certificate Certificate of incorporation Incorporation of Corporate T immediately prior to the Effective Time (except that the name of the Surviving Corporation until further amended in accordance with Applicable Lawwill remain unchanged).
Appears in 1 contract
Samples: Merger Agreement (Infousa Inc)
Certificate of Incorporation. At the Effective Time, the certificate The Certificate of incorporation Incorporation of the Surviving Corporation shall be amended and restated as set forth at the Effective Time to read in the form of Exhibit A andC attached hereto. As so amended, as so amended and restated, such Certificate of Incorporation shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until further thereafter amended in accordance with Applicable as provided therein and by applicable Law.
Appears in 1 contract
Certificate of Incorporation. At the Effective Time, the The certificate of incorporation of the Surviving Corporation shall be amended and restated as set forth in Exhibit A and, of the Effective Time to be the same as so amended and restated, shall be the certificate of incorporation of attached hereto as EXHIBIT A, until the Surviving Corporation until further same shall thereafter be altered, amended or repealed in accordance with Applicable Lawapplicable Law or such certificate of incorporation.
Appears in 1 contract
Certificate of Incorporation. At From and after the Effective Time, the certificate of incorporation of the Surviving Corporation shall be amended and restated as set forth in Exhibit A and, as so amended and restated, shall its entirety to be identical to the certificate of incorporation of Merger Sub as in effect immediately prior to the Surviving Corporation Effective Time, until further thereafter amended in accordance with the provisions thereof and Applicable Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Dealertrack Technologies, Inc)
Certificate of Incorporation. At the Effective Time, the certificate of incorporation of the Surviving Corporation shall be amended and restated as set forth in Exhibit A and, as so amended and restated, (the “Charter”) shall be the certificate of incorporation of the Surviving Corporation Company, as amended and restated in its entirety to read as set forth in Exhibit A, until further thereafter amended in accordance with Applicable as provided therein or by applicable Law.
Appears in 1 contract
Certificate of Incorporation. At the Effective Time, the certificate The Certificate of incorporation Incorporation of the Surviving Corporation shall be amended in its entirety at and restated as set forth in Exhibit A and, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation until further amended Effective Time in accordance with Applicable Law.the form attached hereto as EXHIBIT B.
Appears in 1 contract
Samples: Merger Agreement (Tab Products Co)
Certificate of Incorporation. At the Effective Time, Time the certificate Certificate of incorporation Incorporation of the Surviving Corporation shall be amended in its entirety to conform to the Certificate of Incorporation of Merger Sub in effect immediately prior to the Effective Time and restated as set forth in Exhibit A and, as so amended and restated, shall be become the certificate Certificate of incorporation Incorporation of the Surviving Corporation until further amended in accordance with Applicable LawCorporation.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Pairgain Technologies Inc /Ca/)
Certificate of Incorporation. At As of the Effective Time, the certificate of incorporation of the Surviving Corporation Company as in effect immediately prior to the Effective Time shall be amended and restated to the document shown as set forth in Exhibit A and, as so “A” and such amended and restated, restated certificate of incorporation of Surviving Company (the “Certificate of Incorporation”) shall be the certificate of incorporation of the Surviving Corporation Company until further thereafter duly altered, amended or repealed in accordance with Applicable Lawthe provisions thereof and applicable law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Community Redevelopment Inc.)
Certificate of Incorporation. At the Effective Time, the The certificate of incorporation of the Surviving Corporation shall be amended and restated at and as set forth in Exhibit A and, of the Effective Time to read as so amended and restated, shall be did the certificate of incorporation of Mergersub immediately prior to the Effective Time (except that the name of Surviving Corporation until further amended in accordance with Applicable Lawwill remain unchanged).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Homeland Security Capital CORP)
Certificate of Incorporation. At As of the Effective Time, the certificate of incorporation of the Surviving Corporation shall be amended and restated as pursuant to the terms set forth in Exhibit A andthe Certificate of Merger (which shall include provisions related to indemnification, exculpation and advancement of expenses identical to those set forth in the certificate of incorporation of the Company as in effect immediately prior to the Effective Time), and as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation until further amended in accordance with Applicable applicable Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ritchie Bros Auctioneers Inc)
Certificate of Incorporation. At the Effective Time, the certificate The Certificate of incorporation Incorporation of the Surviving Corporation shall be amended and restated at and as set forth in Exhibit A and, of the Effective Time to read as so amended and restated, shall be did the certificate Certificate of incorporation Incorporation of Acquisition immediately prior to the Effective Time (except that the name of the Surviving Corporation until further amended in accordance with Applicable Lawwill remain unchanged).
Appears in 1 contract
Certificate of Incorporation. At the Effective Time, the certificate Certificate of incorporation Incorporation of the Company, as the Surviving Corporation Corporation, shall be amended and restated in its entirety to read as set forth in on Exhibit A and, as E. As so amended and restated, the Certificate of Incorporation of the Company shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until further thereafter amended in accordance with as permitted by Applicable Law, such Certificate of Incorporation and this Agreement (including Section 7.7).
Appears in 1 contract
Certificate of Incorporation. At the Effective Time, the The certificate of incorporation of the Surviving Corporation shall Company shall, at the Effective Time, be amended and restated to read in its entirety as set forth in Exhibit A B and, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation (the “Surviving Charter”), until further amended in accordance with Applicable as provided therein and by applicable Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Great Wolf Resorts, Inc.)
Certificate of Incorporation. At the Effective Time, the The certificate of incorporation of the Surviving Corporation shall be amended and restated as set forth in Exhibit A and, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation Company, which shall be amended and restated at the Effective Time as set forth in Exhibit E attached hereto, which is incorporated by reference herein, until such certificate of incorporation is further amended in accordance with Applicable Lawapplicable law.
Appears in 1 contract
Certificate of Incorporation. At the Effective Time, the The certificate of incorporation of the Surviving Corporation shall Company shall, at the Effective Time, be amended and restated to read in its entirety as set forth in on Exhibit A B and, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation until further amended in accordance with Applicable Law(the “Surviving Charter”).
Appears in 1 contract
