Certificate of Incorporation; Bylaws. (a) At the Effective Time, the certificate of incorporation of the Company shall be amended so that it reads in its entirety as set forth in Exhibit A hereto (the “New Charter”), and, as so amended, shall be the certificate of incorporation of the Surviving Entity until thereafter changed or amended as provided therein or by applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Forestar Group Inc.), Agreement and Plan of Merger (Horton D R Inc /De/)
Certificate of Incorporation; Bylaws. (a) At the Effective Time, the certificate of incorporation of the Company shall be amended and restated so that it reads in its entirety as set forth in Exhibit A hereto (the “New Charter”)B hereto, and, as so amendedamended and restated, shall be the certificate of incorporation of the Surviving Entity Corporation until thereafter changed or amended in accordance with its terms and as provided therein or by applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Rain Oncology Inc.), Agreement and Plan of Merger (Jounce Therapeutics, Inc.)
Certificate of Incorporation; Bylaws. (a) At the Effective Time, the certificate Certificate of incorporation Incorporation, as in effect immediately prior to the Effective Time, shall, by virtue of the Company shall Merger, be amended so that it reads and restated in its entirety as set forth in Exhibit A hereto (the “New Charter”), and, as so amendedamended and restated, shall be the certificate of incorporation of the Surviving Entity Corporation, until thereafter changed or amended as provided therein or by applicable LawLaw and such certificate of incorporation (subject to Section 5.6).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Stryker Corp), Agreement and Plan of Merger (K2m Group Holdings, Inc.)
Certificate of Incorporation; Bylaws. (a) At the Effective Time, the certificate Certificate of incorporation Incorporation, as in effect immediately prior to the Effective Time, shall, by virtue of the Company shall Merger, be amended so that it reads and restated in its entirety as set forth in Exhibit A B hereto (the “New Charter”), and, as so amendedamended and restated, shall be the certificate of incorporation of the Surviving Entity Corporation, until thereafter changed or amended as provided therein or by applicable LawLaw and such certificate of incorporation (subject to Section 5.6).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Corindus Vascular Robotics, Inc.), Voting Agreement (Cas Medical Systems Inc)
Certificate of Incorporation; Bylaws. (a) At The Certificate of Incorporation, as in effect immediately prior to the Effective Time, the certificate of incorporation of the Company shall be amended so that it reads and restated in its entirety as set forth in Exhibit A B hereto (the “New Charter”), and, as so amendedamended and restated, shall be the certificate of incorporation of the Surviving Entity Corporation, until thereafter changed or amended as provided therein or by applicable LawLaw and such certificate of incorporation and, in each case, subject to Section 5.7.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Exact Sciences Corp), Agreement and Plan of Merger (Genomic Health Inc)
Certificate of Incorporation; Bylaws. (a) At The Certificate of Incorporation, as in effect immediately prior to the Effective Time, the certificate of incorporation of the Company shall be amended so that it reads and restated in its entirety as set forth in Exhibit A hereto (the “New Charter”), and, as so amendedamended and restated, shall be the certificate of incorporation of the Surviving Entity Corporation, until thereafter changed or amended as provided therein or by applicable LawLaw and such certificate of incorporation and, in each case, subject to Section 5.7.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (United Technologies Corp /De/)
Certificate of Incorporation; Bylaws. (a) At the Effective Time, the certificate of incorporation of the Company shall be amended so that it reads in its entirety as set forth in Exhibit A hereto (the “New Charter”)A-1 hereto, and, as so amended, shall be the certificate of incorporation of the Surviving Entity Corporation until thereafter changed or amended in accordance with its terms and as provided therein or by applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Aruba Networks, Inc.), Agreement and Plan of Merger (Hewlett Packard Co)
Certificate of Incorporation; Bylaws. (a) At the Effective Time, the certificate of incorporation of the Company Surviving Corporation shall be amended so that it reads in its entirety to read as set forth in Exhibit A hereto (the “New Charter”)A, and, as so amended, shall be the certificate of incorporation of the Surviving Entity until thereafter changed or amended as provided therein or by applicable Law, in each case consistent with the obligations set forth in Section 5.08.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Transcanada Corp), Agreement and Plan of Merger (Columbia Pipeline Group, Inc.)
Certificate of Incorporation; Bylaws. (a) At the Effective Time, the certificate Company Certificate of incorporation of Incorporation, as in effect immediately prior to the Company Effective Time, shall be amended so that it reads and restated in its entirety to read as set forth in on Exhibit A E attached hereto (the “New Charter”), and, as so amendedamended and restated, shall be the certificate of incorporation of the Surviving Entity Corporation until thereafter changed or amended as provided therein or by applicable Lawthe DGCL and such certificate of incorporation (subject to Section 7.08).
Appears in 2 contracts
Samples: Business Combination Agreement and Plan of Reorganization (Novus Capital Corp II), Business Combination Agreement and Plan of Reorganization (Novus Capital Corp)
Certificate of Incorporation; Bylaws. (a) At the Effective Time, the certificate of incorporation of the Company Company, as in effect immediately prior to the Effective Time (the “Certificate of Incorporation”), shall be immediately amended so that it reads and restated in its entirety as set forth to be in Exhibit A hereto (the “New Charter”), and, as so amended, shall be form of the certificate of incorporation of Merger Sub (except with respect to the name of the Surviving Entity Corporation, which from and after the Effective Time shall be the name of the Company), until thereafter changed amended or amended restated as provided therein or and by applicable Law, in each case consistent with the obligations set forth in Section 6.9.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (American Renal Associates Holdings, Inc.), Agreement and Plan of Merger (American Renal Associates Holdings, Inc.)
Certificate of Incorporation; Bylaws. (a) At the Effective Time, the certificate of incorporation of the Company shall be amended so that it reads as to read in its entirety as set forth in Exhibit A attached hereto (the “New Charter”), and, as so amended, shall be the certificate of incorporation of the Surviving Entity Corporation, until thereafter changed or amended as provided therein or by applicable Law, subject to Section 7.06(a).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Asiainfo-Linkage, Inc)
Certificate of Incorporation; Bylaws. (a) At the Effective Time, the certificate of incorporation of the Company Company, as in effect immediately prior to the Effective Time, shall be amended so that it reads and restated in its entirety to read as set forth in Exhibit A hereto (the “New Charter”)A, and, as so amendedamended and restated, shall be the certificate of incorporation of the Surviving Entity Corporation, until thereafter changed amended or amended restated as provided therein or and by applicable Law, in each case, subject to and consistent with, the obligations set forth in Section 6.11.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cypress Semiconductor Corp /De/)
Certificate of Incorporation; Bylaws. (a) At the Effective TimeTime and in connection with the filing of the Certificate of Merger, the certificate of incorporation of the Company shall be amended so that it reads and restated to read in its entirety the form attached hereto as set forth in Exhibit A hereto (the “New Charter”), and, as so amendedamended and restated, shall be the certificate of incorporation of the Surviving Entity Corporation until thereafter changed or amended as provided therein or by in accordance with its terms and applicable Law.
Appears in 1 contract
Certificate of Incorporation; Bylaws. (a) At the Effective Time, the certificate of incorporation of the Company Company, as in effect immediately prior to the Effective Time, shall be amended so that it reads and restated in its entirety to read as set forth in Exhibit A hereto (the “New Charter”)B, and, as so amendedamended and restated, shall be the certificate of incorporation of the Surviving Entity Corporation, until thereafter changed amended or amended restated as provided therein or and by applicable Law, in each case consistent with the obligations set forth in Section 6.10.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Team Health Holdings Inc.)
Certificate of Incorporation; Bylaws. (a) At the Effective Time, the certificate of incorporation of the Company Company, as in effect immediately prior to the Effective Time, shall be amended so that it reads and restated in its entirety to read as set forth in Exhibit A hereto (the “New CharterAmended Certificate of Incorporation”), and, as so amendedamended and restated, shall be the certificate of incorporation of the Surviving Entity Corporation, until thereafter changed amended or amended restated as provided therein or and by applicable Law, in each case consistent with the obligations set forth in Section 7.8.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Seacor Holdings Inc /New/)
Certificate of Incorporation; Bylaws. (a) At the Effective Time, the certificate of incorporation of the Company Company, as in effect immediately prior to the Effective Time, shall be amended so that it reads and restated in its entirety to read as set forth in Exhibit A hereto (the “New Charter”)A, and, as so amendedamended and restated, shall be the certificate of incorporation of the Surviving Entity Corporation, until thereafter changed amended or amended restated as provided therein or by and in accordance with applicable Law, in each case consistent with the obligations set forth in Section 6.10.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Karuna Therapeutics, Inc.)
Certificate of Incorporation; Bylaws. (a) At Subject to Section 6.7(b), at the Effective Time, the certificate of incorporation of the Company shall be amended so that it reads in its entirety as set forth in Exhibit A hereto (the “New Charter”)annexed hereto, and, as so amended, shall be the certificate of incorporation of the Surviving Entity Corporation until thereafter changed or amended in accordance with its terms and as provided therein or by applicable Lawlaw.
Appears in 1 contract
Certificate of Incorporation; Bylaws. (a) At the Effective Time, the certificate of incorporation of the Company Company, as in effect immediately prior to the Effective Time, shall be amended so that it reads and restated in its entirety to read as set forth in Exhibit A hereto (the “New Charter”)A-1, and, as so amendedamended and restated, shall be the certificate of incorporation of the Surviving Entity Corporation until thereafter changed amended or amended restated as provided therein or and by applicable Law, in each case consistent with the obligations set forth in Section 6.10.
Appears in 1 contract
Certificate of Incorporation; Bylaws. (a) At the Effective TimeTime and by virtue of the Merger, the certificate of incorporation of the Company Company, as in effect immediately prior to the Effective Time, shall be amended so that it reads and restated in its entirety to read as set forth in Exhibit A hereto (the “New Charter”), and, as so amendedamended and restated, shall be the certificate of incorporation of the Surviving Entity Corporation, until thereafter changed amended or amended restated as provided therein or and by applicable Law, in each case consistent with the obligations set forth in Section 6.11.
Appears in 1 contract
Certificate of Incorporation; Bylaws. (a) At the Effective Time, the The certificate of incorporation of the Company shall be amended so that it reads in its entirety and restated at the Effective Time as set forth in on Exhibit A hereto (the “New Charter”), and, as so amended, shall be the certificate of incorporation of the Surviving Entity Corporation until thereafter changed or amended as provided therein or by in accordance with the provisions thereof and applicable Law.
Appears in 1 contract
Certificate of Incorporation; Bylaws. (a) At the Effective Time, the certificate of incorporation of the Company Company, as in effect immediately prior to the Effective Time, shall be amended so that it reads and restated in its entirety to read as set forth in Exhibit A hereto (the “New Charter”)A, and, as so amendedamended and restated, shall be the certificate of incorporation of the Surviving Entity Corporation, until thereafter changed amended or amended restated as provided therein or and by applicable Law, in each case consistent with the obligations set forth in Section 6.10.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Genesee & Wyoming Inc)
