Certificate of Incorporation and Bylaws. (a) The certificate of incorporation of the Company in effect immediately prior to the Effective Time shall be the certificate of incorporation of the Surviving Corporation until duly amended or repealed.
Appears in 25 contracts
Samples: Agreement and Plan of Merger and Reorganization (U.S. Rare Earth Minerals, Inc), Agreement and Plan of Merger (First Harvest Corp.), Nonqualified Stock Option Agreement (Atrinsic, Inc.)
Certificate of Incorporation and Bylaws. (a) The certificate of incorporation and bylaws of the Company Purchaser in effect immediately prior to the Effective Time shall be the certificate of incorporation and bylaws of the Surviving Corporation following the Merger until duly otherwise amended or repealed.
Appears in 12 contracts
Samples: Plan of Merger and Acquisition Agreement (Lifequest Medical Inc), Plan of Merger and Acquisition Agreement (Lifequest Medical Inc), Plan of Merger and Acquisition Agreement (Billing Concepts Corp)
Certificate of Incorporation and Bylaws. (a) The certificate of incorporation of the Company as in effect immediately prior to the Effective Time shall be amended by virtue of the Merger at the Effective Time to read in the form of Exhibit A hereto and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until duly thereafter changed or amended as provided therein or repealedby applicable Law.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Starbucks Corp), Agreement and Plan of Merger (DemandTec, Inc.), Agreement and Plan of Merger (Netezza Corp)
Certificate of Incorporation and Bylaws. (a) The certificate Certificate of incorporation Incorporation of the Company (the "Certificate of Incorporation"), as in effect immediately prior to the Effective Time Time, shall be the certificate of incorporation of the Surviving Corporation until duly thereafter changed or amended as provided therein or repealedby applicable law.
Appears in 5 contracts
Samples: Confidentiality Agreement (Johnson & Johnson), Agreement and Plan of Merger (Femrx Inc), Agreement and Plan of Merger (Corange LTD)
Certificate of Incorporation and Bylaws. (a) The At the Effective Time, the Company’s certificate of incorporation of (the “Company Certificate”), as in effect immediately prior to the Effective Time Time, shall be amended and restated to read in its entirety as set forth in Exhibit B attached hereto and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until duly thereafter amended as provided therein or repealed.by applicable Law; and
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Emageon Inc), Agreement and Plan of Merger (AMICAS, Inc.), Agreement and Plan of Merger (Emageon Inc)
Certificate of Incorporation and Bylaws. (a) The certificate At the Effective Time, the Certificate of incorporation Incorporation of the Company Company, as in effect immediately prior to the Effective Time Time, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until duly amended or repealedthereafter amended.
Appears in 4 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Bone Biologics, Corp.), Agreement and Plan of Merger (Affymetrix Inc)
Certificate of Incorporation and Bylaws. (a) The certificate Certificate of incorporation Incorporation of the Company in effect immediately prior to the Effective Time shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation from and after the Effective Time until duly amended or repealedin accordance with applicable law.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Talley Manufacturing & Technology Inc), Agreement and Plan of Merger (Score Acquisition Corp), Agreement and Plan of Merger (Talley Industries Inc)
Certificate of Incorporation and Bylaws. (a) The certificate of incorporation of the Company in effect immediately prior to the Effective Time Time, as amended in accordance with the Certificate of Merger attached hereto as Exhibit A, shall be the certificate of incorporation of the Surviving Corporation until duly amended or repealedin accordance with its terms and applicable law.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Savia Sa De Cv), Agreement and Plan of Merger (Seminis Inc), Agreement and Plan of Merger (Seminis Inc)
Certificate of Incorporation and Bylaws. (a) The certificate Certificate --------------------------------------- of incorporation Incorporation and Bylaws of the Company Sub, as in effect immediately prior to the Effective Time Time, shall be the certificate Certificate of incorporation Incorporation and Bylaws of the Surviving Corporation until duly thereafter changed or amended as provided therein or repealedby Certificate of Incorporation and applicable law.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Commerce Clearing House Inc), Agreement and Plan (Wolters Kluwer Nv /Adr/), Agreement and Plan of Merger (CCH Inc)
Certificate of Incorporation and Bylaws. (a) The certificate Certificate of incorporation Incorporation of the Company Company, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation. The Bylaws of Purchaser as in effect immediately prior to the Effective Time shall be the certificate of incorporation Bylaws of the Surviving Corporation until duly amended or repealedCorporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Deutsche Bank Ag\), Agreement and Plan of Merger (National Discount Brokers Group Inc), Agreement and Plan of Merger (Deutsche Bank Ag\)
Certificate of Incorporation and Bylaws. (a) The certificate Certificate of incorporation Incorporation and Bylaws of the Company in effect immediately prior to the Effective Time shall be the certificate Certificate of incorporation Incorporation and Bylaws of the Surviving Corporation until duly amended or repealedCorporation.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Showscan Entertainment Inc), Agreement and Plan of Reorganization (Iwerks Entertainment Inc), Agreement and Plan of Reorganization (Showscan Entertainment Inc)
Certificate of Incorporation and Bylaws. (a) The certificate of incorporation of the Company as in effect immediately prior to the Effective Time shall be amended at or as promptly as practicable following the Effective Time to read in the form of Exhibit A hereto and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until duly thereafter changed or amended as provided therein or repealedby applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Caterpillar Inc), Agreement and Plan of Merger (Bucyrus International Inc)
Certificate of Incorporation and Bylaws. (a) The certificate Certificate of incorporation Incorporation of the Company ABP as in effect immediately prior to following the Effective Time shall be the certificate of incorporation of the Surviving Corporation until duly thereafter changed or amended as provided therein or repealedby applicable law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Micro Mammoth Solutions Inc), Agreement and Plan of Merger (Micro Mammoth Solutions Inc)
Certificate of Incorporation and Bylaws. (a) The certificate of incorporation of the Company (the “Company Certificate”), as in effect immediately prior to the Effective Time, shall be amended at the Effective Time to read in the form of Exhibit A and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until duly thereafter changed or amended as provided therein or repealedby applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Arbitron Inc), Agreement and Plan of Merger (Nielsen Holdings N.V.)
Certificate of Incorporation and Bylaws. (a) The certificate Certificate of incorporation Incorporation of the Company as in effect immediately prior to the Effective Time shall be amended by virtue of the Merger at the Effective Time to read in the form of Exhibit A hereto and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until duly thereafter changed or amended as provided therein or repealedby applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Qualcomm Inc/De), Agreement and Plan of Merger (Atheros Communications Inc)
Certificate of Incorporation and Bylaws. (a) The Upon the occurrence of the Effective Time and by virtue of the Merger, the certificate of incorporation of the Company as in effect immediately prior to the Effective Time shall be amended and restated to read in the form of Exhibit A hereto and, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation until duly thereafter amended as provided therein or repealedby applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Shenandoah Telecommunications Co/Va/), Agreement and Plan of Merger (Ntelos Holdings Corp.)
Certificate of Incorporation and Bylaws. (a) The certificate of incorporation of the Company in effect immediately prior to the Effective Time shall be the certificate of incorporation of the Surviving Corporation from and after the Effective Time until duly amended or repealedin accordance with applicable law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (JLG Industries Inc), Agreement and Plan of Merger (Gradall Industries Inc)
Certificate of Incorporation and Bylaws. (a) The certificate of incorporation of the Company Company, as in effect immediately prior to the Effective Time Time, shall be the certificate of incorporation of the Surviving Corporation until duly thereafter changed or amended as provided therein or repealedby applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sand Hill It Security Acquisition Corp), Agreement and Plan of Merger (Sand Hill It Security Acquisition Corp)
Certificate of Incorporation and Bylaws. (a) The certificate of incorporation of the Company as in effect immediately prior to the Effective Time shall be the certificate of incorporation of the Surviving Corporation Entity, to remain unchanged until duly thereafter amended or repealedin accordance with the terms thereof and as provided by applicable law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (PCI Media, Inc.), Agreement and Plan of Merger (PCI Media, Inc.)
Certificate of Incorporation and Bylaws. (a) The certificate Certificate of incorporation Incorporation of the Company in effect immediately prior to the Effective Time Purchaser shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until duly thereafter amended or repealedas provided by applicable law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Multex Com Inc), Agreement and Plan of Merger (Reuters Group PLC /Adr/)
Certificate of Incorporation and Bylaws. (a) The certificate of incorporation of the Company Charter as in effect immediately prior to the Effective Time shall be amended and restated 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 until duly thereafter changed or amended as provided therein or repealedby applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sport Supply Group, Inc.), Agreement and Plan of Merger (Sage Parent Company, Inc.)
Certificate of Incorporation and Bylaws. (a) The certificate of incorporation and bylaws of the Company in effect immediately prior to the Effective Time shall be the certificate of incorporation and bylaws of the Surviving Corporation as of the Effective Time, until duly amended or repealedin accordance with Applicable Laws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Applera Corp), Agreement and Plan of Merger (Xto Energy Inc)
Certificate of Incorporation and Bylaws. (a) The certificate of incorporation of the Company in effect immediately prior to at the Effective Time shall be the certificate of incorporation of the Initial Surviving Corporation immediately following the Effective Time. The certificate of incorporation of the Surviving Corporation shall be amended immediately following the Second Effective Time to be identical to the certificate of incorporation of the Initial Surviving Corporation in effect at the Second Effective Time, until duly amended or repealedin accordance with applicable law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Charles River Laboratories International Inc), Agreement and Plan of Merger (Inveresk Research Group Inc)
Certificate of Incorporation and Bylaws. (a) The certificate of incorporation of the Company in effect immediately prior to the Effective Time shall be the certificate of incorporation of the Surviving Corporation until duly amended or repealedin accordance with its terms and applicable law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Monsanto Co /New/), Agreement and Plan of Merger (Seminis Inc)
Certificate of Incorporation and Bylaws. (a) The certificate Certificate of incorporation Incorporation and Bylaws of the Company as in effect immediately prior to the Effective Time shall be the certificate Certificate of incorporation Incorporation and Bylaws of the Surviving Corporation until duly amended or repealedCompany at the Effective Time.
Appears in 1 contract
Certificate of Incorporation and Bylaws. (a) The certificate Certificate of incorporation Incorporation of the Company (the "CERTIFICATE OF INCORPORATION") as in effect immediately prior to the Effective Time shall be the certificate of incorporation of the Surviving Corporation Corporation, until duly amended thereafter changed or repealedamended, as provided therein or by applicable law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Innovative Valve Technologies Inc)
Certificate of Incorporation and Bylaws. (a) The certificate Certificate of incorporation Incorporation of the Company Merger Subsidiary, as in effect immediately prior to the Effective Time shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until duly thereafter changed or amended as provided therein or repealedby applicable Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Novitron International Inc)
Certificate of Incorporation and Bylaws. (a) The certificate of incorporation of the Company in effect immediately prior to the Effective Time shall be the certificate of incorporation of the Surviving Corporation until duly amended or repealed.. (b) The bylaws of the Company in effect immediately prior to the Effective Time shall be the bylaws of the Surviving Corporation until duly amended or repealed. 1.14
Appears in 1 contract
Samples: HTM Merger Agreement
Certificate of Incorporation and Bylaws. (a) The certificate Certificate of incorporation Incorporation of the Company in effect immediately prior to amended and restated as of the Effective Time in substantially the form set forth in Exhibit A hereto shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until duly amended or repealed.
Appears in 1 contract
Certificate of Incorporation and Bylaws. (a) The certificate Certificate of incorporation Incorporation of the Company Landmark, as in effect immediately prior to the Effective Time of the Merger, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until duly thereafter changed or amended as provided therein or repealedby applicable Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Novitron International Inc)
Certificate of Incorporation and Bylaws. (a) The certificate of incorporation of the Company A in effect immediately prior to the Effective Time shall be the certificate of incorporation of the Surviving Corporation A until duly amended or repealed. The certificate of incorporation of Company B in effect immediately prior to the Effective Time shall be the certificate of incorporation of Surviving Corporation B until duly amended or repealed.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Eastern Resources, Inc.)
Certificate of Incorporation and Bylaws. (a) The certificate Certificate of incorporation Incorporation of the Company in effect immediately prior to the Effective Time shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until duly amended or repealed.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Oxford Ventures Inc)
Certificate of Incorporation and Bylaws. (a) The certificate Certificate of incorporation --------------------------------------- Incorporation of the Company Acquiror as in effect immediately prior to the Effective Time shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until duly amended or repealedimmediately after the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization and Merger (Smartalk Teleservices Inc)
Certificate of Incorporation and Bylaws. (a) The certificate Certificate of incorporation Incorporation of the Company Acquiror as in effect immediately prior to the Effective Time shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until duly amended or repealedimmediately after the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization and Merger (Smartalk Teleservices Inc)
Certificate of Incorporation and Bylaws. (a) The certificate of incorporation of the Company as in effect immediately prior to the Effective Time shall be amended at the Effective Time to read in the form of Exhibit A hereto and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until duly thereafter changed or amended as provided therein or repealedby applicable Law.
Appears in 1 contract
Certificate of Incorporation and Bylaws. (a) The certificate Certificate of incorporation Incorporation of the Company Combination Company, as in effect immediately prior to the Effective Time of the Merger as set forth in Exhibit A hereto, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until duly thereafter changed or amended as provided therein or repealedby applicable law.
Appears in 1 contract
Certificate of Incorporation and Bylaws. (a) The certificate Certificate of incorporation Incorporation of the Company Company, as in effect immediately prior to the Effective Time (the “Company Certificate”), shall be amended at the Effective Time to be in the form of Exhibit B, and, as so amended, such Company Certificate shall be the certificate Restated Certificate of incorporation Incorporation of the Surviving Corporation until duly thereafter changed or amended as provided therein or repealedby applicable Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cherokee International Corp)
Certificate of Incorporation and Bylaws. (a) The certificate Certificate of incorporation of the Company Incorporation, as in effect immediately prior to the Effective Time Time, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation immediately after the Effective Time and shall thereafter continue to be its Certificate of Incorporation until duly amended or repealedas provided therein and under applicable law.
Appears in 1 contract
Samples: Plan and Agreement of Merger (Security Associates International Inc)
Certificate of Incorporation and Bylaws. (a) The certificate Restated Certificate of incorporation Incorporation of the Company (the "Certificate of Incorporation"), as in effect immediately prior to the Effective Time ---------------------------- Time, shall be the certificate of incorporation of the Surviving Corporation until duly thereafter changed or amended as provided therein or repealedby applicable law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Three Rivers Acquisition Corp)
Certificate of Incorporation and Bylaws. (a) The certificate Certificate of incorporation Incorporation of the Company Acquisition, as in effect immediately prior to the Effective Time Time, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation, provided that, at the Effective Time, the first item of the Certificate of Incorporation of the Surviving Corporation shall read (until duly amended or repealed.in accordance with applicable law) as follows: "
Appears in 1 contract
Samples: Agreement and Plan of Merger (Harding Lawson Associates Group Inc)
Certificate of Incorporation and Bylaws. (a) The certificate Certificate of incorporation Incorporation and Bylaws of the Company as in effect immediately prior to the Effective Time shall be the certificate Certificate of incorporation the Incorporation and Bylaws of the Surviving Corporation unless and until duly amended or repealedin accordance with their terms and applicable law.
Appears in 1 contract
Certificate of Incorporation and Bylaws. (a) The certificate of incorporation of the Company in effect immediately prior to the Effective Time shall shall, from and after the Effective Time be the certificate of incorporation of the Surviving Corporation Company until thereafter duly amended as provided therein or repealedby the DGCL.
Appears in 1 contract
Certificate of Incorporation and Bylaws. (a) The certificate Restated Certificate of incorporation Incorporation of the Company (the "CERTIFICATE OF INCORPORATION"), as in effect immediately prior to the Effective Time Time, shall be the certificate of incorporation of the Surviving Corporation until duly thereafter changed or amended as provided therein or repealedby applicable law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Alliance Imaging Inc /De/)
Certificate of Incorporation and Bylaws. (a) The certificate of incorporation of the Company as in effect immediately prior to the Effective Time shall be the certificate of incorporation of the Surviving Corporation until duly thereafter changed or amended as provided therein or repealedby applicable law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cell Power Technologies Inc)
Certificate of Incorporation and Bylaws. (ai) The certificate of incorporation of the Company as in effect immediately prior to the Effective Time shall be the certificate of incorporation of the Surviving Corporation Company until duly thereafter amended as provided therein or repealedby applicable law.
Appears in 1 contract
Certificate of Incorporation and Bylaws. (a) The certificate Certificate of incorporation Incorporation of the Company in effect immediately prior to the Effective Time shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until duly thereafter changed or amended as provided therein or repealedby applicable Law.
Appears in 1 contract
