The Certificate of Incorporation. At the Effective Time, the certificate of incorporation of the Surviving Corporation (the “Charter”) shall, by virtue of the Merger, be amended and restated in its entirety to read as set forth on Annex B, and such amended and restated Charter shall become the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the applicable provisions of the DGCL.
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Samples: Agreement and Plan of Merger (Gilead Sciences Inc), Agreement and Plan of Merger (Pharmasset Inc)
The Certificate of Incorporation. At the Effective Time, the certificate of incorporation of the Surviving Corporation (the “Charter”) shall, by virtue of the Merger, be amended and restated in its entirety as follows to read as set forth on Annex BExhibit 1, and such amended and restated Charter charter shall become the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the applicable provisions of the DGCLLaw.
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Samples: Agreement and Plan of Merger (Conmed Corp), Agreement and Plan of Merger (Viking Systems Inc)
The Certificate of Incorporation. At the Effective Time, the certificate of incorporation of the Surviving Corporation (the “Charter”) shall, by virtue of the Merger, shall be amended and restated in its entirety to read as set forth on Annex B, and such amended and restated Charter shall become be identical to the certificate of incorporation of the Surviving Corporation Merger Sub, until thereafter amended as provided therein or by applicable Law (as defined in accordance with the applicable provisions of the DGCLSection 5.1(i)).
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Samples: Agreement and Plan of Merger (Medicis Pharmaceutical Corp), Agreement and Plan of Merger (Valeant Pharmaceuticals International, Inc.)
The Certificate of Incorporation. At the Effective Time, the certificate of incorporation of the Surviving Corporation (the “Charter”) shallshall be, by virtue of the Merger, be amended and restated in its entirety to read as set forth on Annex B, and such amended and restated Charter shall become be in the form of the certificate of incorporation of Merger Sub (except with respect to the name of the Surviving Corporation Corporation, which from and after the Effective Time shall be the name of the Company), until thereafter amended in accordance with the as provided therein or by applicable provisions of the DGCLLaw.
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The Certificate of Incorporation. At As of the Effective Time, the certificate of incorporation of the Surviving Corporation (the “Charter”“) shall, by virtue of the Merger, shall be amended and restated in its entirety to read as set forth on in Annex BB which Parent shall provide to the Company prior to the Closing and which shall be reasonably satisfactory to the Company, and such amended and restated Charter shall become the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the (subject to Section 6.12(b)) as provided therein or by applicable provisions of the DGCLLaw.
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Samples: Agreement and Plan of Merger (Anheuser-Busch Companies, Inc.)
The Certificate of Incorporation. At the Effective Time, the The certificate of incorporation of the Surviving Corporation (the “Charter”) shall, by virtue of the Merger, shall be amended and restated in its entirety at the Effective Time to read as set forth on Annex Bin Exhibit D (the “Restated Charter”) and, and as so amended, such amended and restated Charter certificate shall become be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided in accordance with the applicable provisions of such certificate or by the DGCL.
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Samples: Agreement and Plan of Merger (Quality Systems, Inc)
The Certificate of Incorporation. At the Effective Time, the certificate of incorporation of the Surviving Corporation (the “Charter”) shall, by virtue of the Merger, be amended and restated in its entirety to read as set forth on Annex Bin Exhibit 1, and such amended and restated Charter charter shall become the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the applicable provisions of the DGCLLaw (as defined in Section 5.1(k)(i) below).
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The Certificate of Incorporation. At the Effective Time, the certificate of incorporation of the Surviving Corporation (the “"Charter”") shallshall be, by virtue of the Merger, be amended and restated in its entirety to read as set forth on Annex B, and such amended and restated Charter shall become be in the form of the certificate of incorporation of Merger Sub (except with respect to the name of the Surviving Corporation Corporation, which from and after the Effective Time shall be the name of the Company), until thereafter amended in accordance with the as provided therein or by applicable provisions of the DGCLLaw.
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Samples: Vi Agreement and Plan of Merger (Interline Brands, Inc./De)
The Certificate of Incorporation. At the Effective Time, the certificate of incorporation of the Surviving Corporation (the “Charter”) shall, by virtue of the Merger, be amended and restated in its entirety to read as set forth on Annex B, and such amended and restated Charter shall become be identical to the certificate of incorporation of Merger Sub in effect 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 thereafter amended in accordance with the applicable provisions of the DGCLshall be “In2Bones Global, Inc.”.
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