Certificate of Incorporation; Bylaws. (a) Unless otherwise determined by Parent prior to the Effective Time, at the Effective Time, the Certificate of Incorporation of Sub shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Certificate of Incorporation.
Appears in 16 contracts
Samples: Agreement and Plan of Reorganization (Usweb Corp), Agreement and Plan of Reorganization (Usweb Corp), Agreement and Plan of Reorganization (Usweb Corp)
Certificate of Incorporation; Bylaws. (a) Unless otherwise determined by Parent prior to the Effective Time, at At the Effective Time, the Certificate of Incorporation of the Merger Sub as attached to the Certificate of Merger shall be the Certificate of Incorporation of the Surviving Corporation Corporation, until thereafter duly amended as provided by law and such Certificate of Incorporationin accordance with applicable law.
Appears in 10 contracts
Samples: Agreement and Plan of Merger (Neomedia Technologies Inc), Agreement and Plan of Merger (Neomedia Technologies Inc), Agreement and Plan of Merger (Neomedia Technologies Inc)
Certificate of Incorporation; Bylaws. (a) Unless otherwise determined by Parent prior to the Effective Time, at At the Effective Time, the Certificate of Incorporation of the Merger Sub shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Certificate of IncorporationIncorporation of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Israel Technology Acquisition Corp.), Agreement and Plan of Merger (Israel Technology Acquisition Corp.), Agreement and Plan of Merger (Cea Acquisition Corp)
Certificate of Incorporation; Bylaws. (a) Unless otherwise determined by Parent prior to the Effective Time, at At the Effective Time, the Certificate of Incorporation of Sub Parent, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Certificate of IncorporationIncorporation of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Extended Systems Inc), Agreement and Plan of Reorganization (Palm Inc), Agreement and Plan of Reorganization (Petsmart Com Inc)
Certificate of Incorporation; Bylaws. (a) Unless otherwise determined by Parent prior to the Effective Time, at the Effective Time, the Certificate of Incorporation of Sub the Company shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Certificate of Incorporation.
Appears in 3 contracts
Samples: Merger Agreement (Software Com Inc), Agreement and Plan of Reorganization (Probusiness Services Inc), Agreement and Plan of Reorganization (Gateway International Holdings Inc)
Certificate of Incorporation; Bylaws. (a) Unless otherwise determined by Parent Pursuant to the Merger, (a) the Certificate of Incorporation of Parent, as in effect immediately prior to the Effective Time, at the Effective Time, the Certificate of Incorporation of Sub shall be the Certificate of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by law applicable Law, and such Certificate (b) the Bylaws of IncorporationParent, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (KCS Energy Inc), Agreement and Plan of Merger (Petrohawk Energy Corp)
Certificate of Incorporation; Bylaws. (a) Unless otherwise determined by Parent prior to the Effective Time, at the Effective Time, the Certificate of Incorporation of Merger Sub shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Certificate of Incorporation.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (International Network Services), Agreement and Plan of Reorganization (Critical Path Inc)
Certificate of Incorporation; Bylaws. (a) Unless otherwise determined by Parent prior to the Effective Time, at the Effective Time, the Certificate of Incorporation of Sub shall be Time the Certificate of Incorporation of the Surviving Corporation shall be amended and restated in its entirety as set forth in the Certificate of Merger until thereafter amended as provided by law applicable Law and such Certificate of Incorporation.
Appears in 1 contract
Certificate of Incorporation; Bylaws. (a) Unless otherwise determined by Parent prior to the Effective Time, at the Effective Time, the Certificate of Incorporation of Merger Sub shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Certificate of Incorporation; provided, however, that Article I of the Certificate of Incorporation shall be amended to read as follows: "The name of this corporation is NEON PaperFree Corporation."
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (New Era of Networks Inc)
Certificate of Incorporation; Bylaws. (a) Unless otherwise determined by Parent prior to the Effective Time, at the Effective Time, the Certificate of Incorporation of Sub shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Certificate of Incorporation.; provided, however, that Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to read as follows: "The name of the corporation is PublicPort, Inc."
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Tut Systems Inc)
Certificate of Incorporation; Bylaws. (a) Unless otherwise determined by Parent prior to the Effective Time, at the Effective Time, the Certificate of Incorporation of Sub Merger Sub, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Certificate of Incorporation.; provided, however, that Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to read as follows: "The name of the corporation is "Pretty Good Privacy, Inc."
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Network Associates Inc)
Certificate of Incorporation; Bylaws. (a) Unless otherwise determined by Parent prior to the Effective Time, at the Effective Time, the Certificate of Incorporation of the Merger Sub shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Certificate of Incorporation.; provided, however, that Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to read as follows: "The name of the corporation is At Xxxxxx.xxx, Inc."
Appears in 1 contract
Samples: Merger Agreement (Software Com Inc)
Certificate of Incorporation; Bylaws. (a) Unless otherwise determined by Parent prior to the Effective Time, at the Effective Time, the Certificate of Incorporation of Sub shall be Time the Certificate of Incorporation of the Surviving Corporation Corporation, shall be in the form attached hereto as Exhibit B until thereafter --------- amended as provided by law and such Certificate of Incorporation.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Emachines Inc /De/)
Certificate of Incorporation; Bylaws. (a) Unless otherwise determined by Parent prior to the Effective Time, at the Effective Time, the Certificate of Incorporation of Sub the Surviving Corporation shall be the Certificate of Incorporation of Merger Sub substantially in the Surviving Corporation form attached hereto as Exhibit E until thereafter amended as provided by law and such Certificate of Incorporation.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Artisan Components Inc)
Certificate of Incorporation; Bylaws. (a) Unless otherwise determined by Parent prior to the Effective Time, at the Effective Time, the Certificate of Incorporation of Merger Sub shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Certificate of Incorporation; provided, however, that Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to specify a corporate name selected by Parent.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Smartforce Public LTD Co)
Certificate of Incorporation; Bylaws. (a) Unless otherwise determined by Parent prior to the Effective Time, at the Effective Time, the Certificate of Incorporation of Sub Sub, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Certificate of Incorporation.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (PMC Sierra Inc)
Certificate of Incorporation; Bylaws. (a) Unless otherwise determined by Parent prior to the Effective Time, at the Effective Time, the Certificate of Incorporation of Sub Merger Sub, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such provided that any indemnification provision under the Company's Certificate of IncorporationIncorporation in effect on the date hereof shall be fulfilled and honored in all respects by the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Network Associates Inc)
Certificate of Incorporation; Bylaws. (a) Unless otherwise determined by Parent prior to the Effective Time, at the Effective Time, the Certificate of Incorporation of Merger Sub shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Certificate of Incorporation; provided, however, that Article I of the Certificate of Incorporation shall be amended to read as follows: "The name of this corporation is NEON Convoy Corporation."
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (New Era of Networks Inc)
Certificate of Incorporation; Bylaws. (a) Unless otherwise determined by Parent prior to the Effective Time, at the Effective Time, the Certificate of Incorporation of Sub Merger Sub, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Certificate of Incorporation.
Appears in 1 contract
Certificate of Incorporation; Bylaws. (a) Unless otherwise determined by Parent prior to the Effective Time, at the Effective Time, the Certificate of Incorporation of Sub shall be Time the Certificate of Incorporation of the Surviving Corporation shall be amended as set forth in the Certificate of Merger until thereafter amended as provided by law applicable Law and such Certificate of Incorporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Adventrx Pharmaceuticals Inc)
Certificate of Incorporation; Bylaws. (a) Unless otherwise determined by Parent prior to the Effective Time, at the Effective Time, Time the Certificate of Incorporation of Sub the Merger Sub, as in effect at the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Certificate of Incorporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Collegelink Com Incorp)
Certificate of Incorporation; Bylaws. (a) Unless otherwise determined by Parent prior to the Effective Time, at the Effective Time, the Certificate of Incorporation of Sub shall be the Certificate of Incorporation of the Surviving Corporation shall be amended and restated in its entirety in the form of Exhibit A until thereafter amended as provided by law applicable Law and such Certificate of Incorporation.
Appears in 1 contract
Certificate of Incorporation; Bylaws. (a) Unless otherwise determined by Parent prior to the Effective Time, at the Effective Time, the Certificate of Incorporation of Sub shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Certificate of Incorporation; provided, however, that Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to read as follows: "The name of the corporation is Freegate Corporation."
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Tut Systems Inc)
Certificate of Incorporation; Bylaws. (a) Unless otherwise determined by Parent prior to the Effective Time, at the Effective Time, the Certificate of Incorporation of Sub Merger Sub, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Certificate of Incorporation.; provided, however, that Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to read as follows: "The name of the corporation is Subscriber Computing, Inc."
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Corsair Communications Inc)
Certificate of Incorporation; Bylaws. (ai) Unless otherwise determined by Parent prior to the Effective Time, at the Effective Time, the Certificate of Incorporation of Merger Sub shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Certificate of Incorporation.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Looksmart LTD)
Certificate of Incorporation; Bylaws. (a) Unless otherwise determined by Parent prior to the Effective Time, at the Effective Time, the Certificate of Incorporation of Sub the Surviving Corporation shall be the Certificate of Incorporation of Merger Sub substantially in the Surviving Corporation form attached hereto as Exhibit D until thereafter amended as provided by law and such Certificate of Incorporation.
Appears in 1 contract
Samples: Voting Agreement (Niku Corp)
Certificate of Incorporation; Bylaws. (a) Unless otherwise determined by Parent prior to the Effective Time, at the Effective Time, the Certificate of Incorporation of Merger Sub as in effect immediately prior to the Effective Time shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended in accordance with Delaware Law and as provided by law and in such Certificate of Incorporation.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Cypress Semiconductor Corp /De/)
Certificate of Incorporation; Bylaws. (a) Unless otherwise determined by Parent prior to the Effective Time, at the Effective Time, the Certificate of Incorporation of Sub Merger Sub, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Certificate of Incorporation.; provided, however, that Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to read as follows: "The name of the corporation is Seragen, Inc."
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Ligand Pharmaceuticals Inc)
Certificate of Incorporation; Bylaws. (a) Unless otherwise determined by Parent Purchaser prior to the Effective Time, at the Effective Time, the Certificate of Incorporation of Merger Sub as in effect immediately prior to the Effective Time shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Certificate of Incorporation.
Appears in 1 contract
