Certificate of Incorporation. The certificate of incorporation of Merger Subsidiary in effect at the Effective Time shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with applicable law, except that the name of the Surviving Corporation shall be changed to the name of the Company.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Centris Group Inc), Agreement and Plan of Merger (Computer Management Sciences Inc), Agreement and Plan of Merger (Sheridan Energy Inc)
Certificate of Incorporation. The certificate of incorporation of Merger Subsidiary in effect at the Effective Time shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with applicable law, except that the name of the Surviving Corporation shall be changed to the name of the Company.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (United Park City Mines Co), Agreement and Plan of Merger (Mission Critical Software Inc), Agreement and Plan Of (Ventro Corp)
Certificate of Incorporation. The certificate of incorporation of Merger Subsidiary in effect at the Effective Time shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with applicable law, except that the name of the Surviving Corporation shall be changed to the name of the CompanyApplicable Law.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (InvenSense Inc), Agreement and Plan of Merger (Realogy Holdings Corp.), Agreement and Plan of Merger (PricewaterhouseCoopers LLP)
Certificate of Incorporation. The certificate of incorporation of Merger Subsidiary in effect at the Effective Time shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with applicable law, except that provided that, at the Effective Time, Article I of such certificate of incorporation shall be amended to read as follows: "The name of the Surviving Corporation shall be changed to the name of the Companycorporation is Xxxxxxxxx Corporation."
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Whittaker Corp), Agreement and Plan of Merger (Whittaker Corp), Agreement and Plan of Merger (Meggit PLC)
Certificate of Incorporation. The certificate From and after the Effective Time, the Certificate of incorporation Incorporation of Acquiror Merger Subsidiary as in effect at immediately prior to the Effective Time shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation Corporation, until amended in accordance with applicable lawApplicable Law, except that and the name of the Surviving Corporation shall be changed to the such name of the Companyas Acquiror may elect.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Dauten Kent P), Agreement and Plan of Merger (Iron Mountain Inc /De), Agreement and Plan of Merger (Iron Mountain Inc /De)
Certificate of Incorporation. The certificate of incorporation of the Merger Subsidiary in effect at the Effective Time shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with applicable law, except that the name of the Surviving Corporation shall be changed to the name of the Companyits terms and Applicable Law.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Hudson Holding Corp), Agreement and Plan of Merger (Rodman & Renshaw Capital Group, Inc.), Agreement and Plan of Merger (Hudson Holding Corp)
Certificate of Incorporation. The At the Effective Time and without any further action on the part of the Company or Merger Subsidiary, the certificate of incorporation of Merger Subsidiary in effect at the Effective Time shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with applicable law, except that the Article 1 shall be amended to read "The name of the Surviving Corporation shall be changed to the name of the Companycompany is Computational Systems, Incorporated".
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Computational Systems Inc), Agreement and Plan of Merger (Emerson Electric Co)
Certificate of Incorporation. The At the Effective Time, the certificate of incorporation of Merger Subsidiary as in effect at immediately prior to the Effective Time shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with applicable law, (except that all references to the name of the Surviving Corporation Merger Subsidiary therein shall be changed modified to refer to the name of the Company), until thereafter amended in accordance with the DGCL and such certificate of incorporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ani Pharmaceuticals Inc), Agreement and Plan of Merger (Alimera Sciences Inc)
Certificate of Incorporation. The certificate of incorporation of Merger Subsidiary in effect at the Effective Time shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with applicable law, except that provided that, at the Effective Time, Article I of such certificate of incorporation shall be amended to read as follows: "The name of the Surviving Corporation shall be changed to the name of the Company.corporation is Gibsxx Xxxetings, Inc."
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Gibson Greetings Inc), Agreement and Plan of Merger (American Greetings Corp)
Certificate of Incorporation. The certificate of incorporation of Merger Subsidiary in effect at the Effective Time shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with applicable law, Applicable Law (except that the name of the Surviving Corporation shall be changed to the name of the Company“XXX.Xxxxxxxx Corporation”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (STG Ugp, LLC), Agreement and Plan of Merger (MSC Software Corp)
Certificate of Incorporation. The certificate of incorporation of Merger Subsidiary in effect at the Effective Time shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with applicable law, except that the name of the Surviving Corporation shall be changed to the name of the Company."Oacis Healthcare Holdings Corp."
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Oscar Acquisition Corp), Agreement and Plan of Merger (Oscar Acquisition Corp)
Certificate of Incorporation. The certificate of incorporation of Merger Subsidiary in effect at the Effective Time shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with applicable law; provided that, except that at the Effective Time, Article 1 of such certificate of incorporation shall be amended to read as follows: "The name of the Surviving Corporation shall be changed to the name of the Companycorporation is American Freightways Corporation".
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Fedex Corp), Agreement and Plan of Merger (American Freightways Corp)
Certificate of Incorporation. The certificate Certificate of incorporation Incorporation of Merger Subsidiary in effect at immediately prior to the Effective Time shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until amended in accordance with applicable law, (except that the name of the Surviving Corporation shall be changed to the name of the Company"Expert Software, Inc."), until duly amended in accordance with applicable law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Expert Software Inc), Agreement and Plan of Merger (Expert Software Inc)
Certificate of Incorporation. The certificate of incorporation of Merger Subsidiary in effect at the Effective Time shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with applicable law, except that the Article 1 shall be amended to read "The name of the Surviving Corporation shall be changed to the name of the Companycompany is Tandem Computers Incorporated."
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tandem Computers Inc /De/), Agreement and Plan of Merger (Compaq Computer Corp)
Certificate of Incorporation. The certificate of incorporation of Merger Subsidiary in effect at the Effective Time shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with applicable law, except that the name of the Surviving Corporation shall be changed to the name of the Company"PureTec Corporation".
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Plastic Specialties & Technologies Inc), Agreement and Plan of Merger (Puretec Corp)
Certificate of Incorporation. The At the Effective Time, the certificate of incorporation of Merger Subsidiary as in effect at immediately prior to the Effective Time shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with applicable law, (except that all references to the name of the Surviving Corporation Merger Subsidiary therein shall be changed modified to refer to the name of the Company), as set forth on Exhibit B, until thereafter amended in accordance with the DGCL and such certificate of incorporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Kadmon Holdings, Inc.), Agreement and Plan of Merger (Luminex Corp)
Certificate of Incorporation. The certificate of incorporation of the Merger Subsidiary in effect at the Effective Time shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with applicable law, except that the name of the Surviving Corporation shall be changed to the name of the CompanyApplicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Stifel Financial Corp), Agreement and Plan of Merger (Thomas Weisel Partners Group, Inc.)
Certificate of Incorporation. The certificate of incorporation of Merger Subsidiary in effect at the Effective Time shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with its terms and applicable law, except provided that, at the Effective Time, such certificate of incorporation shall be amended to provide that the name of the Surviving Corporation corporation shall be changed to the name of the Company.J. Xxx XxXxxxxxx, S.A.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (McDermott J Ray Sa), Agreement and Plan of Merger (McDermott International Inc)
Certificate of Incorporation. The ---------------------------- certificate of incorporation of Merger Subsidiary in effect at the Effective Time shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with applicable law, except that the name of the Surviving Corporation shall be changed to the name of the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ramsay Managed Care Inc), Agreement and Plan of Merger (Ramsay Health Care Inc)
Certificate of Incorporation. The certificate of incorporation of Merger Subsidiary in effect at the Effective Time shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with applicable law, except that the name law or such certificate of the Surviving Corporation shall be changed to the name of the Companyincorporation.
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Certificate of Incorporation. The certificate of incorporation of Merger Subsidiary in effect at the Effective Time shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with applicable law, except that the name of the Surviving Corporation shall be changed to the name of the "National Sanitary Supply Company". SECTION 2.02.
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Certificate of Incorporation. The certificate of incorporation of the Merger Subsidiary as in effect at immediately prior to the Effective Time shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with applicable lawthereafter duly amended, except that the name of the Surviving Corporation shall be changed to the name of the Company."Transaction Network Services, Inc."
Appears in 1 contract
Certificate of Incorporation. The certificate From and after the Effective Time, the Certificate of incorporation Incorporation of the Merger Subsidiary Subsidiary, as in effect at immediately prior to the Effective Time and as amended by the Certificate of Merger, shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with applicable law, (except that the name of the Surviving Corporation corporation set forth therein shall be changed to the name of the CompanyDebtor), until thereafter further amended as provided by law and such certificate of incorporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Alterra Healthcare Corp)
Certificate of Incorporation. The certificate of ---------------------------- incorporation of the Merger Subsidiary in effect at the Effective Time shall continue to be the certificate of incorporation of the Surviving Corporation until amended in accordance with applicable law, except that the name of the Surviving Corporation shall be changed to the name of the Company.
Appears in 1 contract
Certificate of Incorporation. The certificate of incorporation of Merger Subsidiary in effect at the Effective Time shall be the certificate of incorporation of the Surviving Corporation until thereaf ter amended in accordance with applicable law, except that the name law or such certificate of the Surviving Corporation shall be changed to the name of the Companyincorporation.
Appears in 1 contract
Certificate of Incorporation. The certificate From and after the Effective Time, the Certificate of incorporation Incorporation of the Merger Subsidiary Subsidiary, as in effect at immediately prior to the Effective Time shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with applicable law, (except that the name of the Surviving Corporation corporation set forth therein shall be changed to the name of the Company) and as amended by the Certificate of Merger, shall be the Certificate of Incorporation of the Surviving Corporation, until thereafter further amended as provided by law and such Certificate of Incorporation.
Appears in 1 contract
Samples: Voting Agreement (Mobilemedia Corp)
Certificate of Incorporation. The At the Effective Time, the certificate of incorporation of the Surviving Corporation shall be the certificate of incorporation of Merger Subsidiary in effect at the Effective Time Sub attached as Exhibit B, except that references to Merger Sub’s name shall be replaced by references to “Cetera Financial Holdings, Inc.”, and as so amended shall be the certificate of incorporation of the Surviving Corporation until further amended in accordance with applicable law, except that the name of the Surviving Corporation shall be changed to the name of the Companyas provided therein or by Applicable Law.
Appears in 1 contract
Certificate of Incorporation. The certificate of incorporation of Merger Subsidiary in effect at the Effective Time shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with its terms and applicable law, except provided that, at the Effective Time, such certificate of incorporation shall be amended to provide that the name of the Surviving Corporation corporation shall be changed to the name of the Company.X. Xxx XxXxxxxxx, S.A.
Appears in 1 contract
Samples: Agreement and Plan of Merger (McDermott Acquisition Co Inc)
Certificate of Incorporation. The certificate of incorporation of the Company shall be amended so that the certificate of incorporation of Merger Subsidiary Sub attached as Exhibit A in effect at immediately prior to the Effective Time shall be the certificate of incorporation of the Surviving Corporation until otherwise amended in accordance with applicable lawLaw, except that the name of the Surviving Corporation shall be changed to the name of the Company.Buyseasons, Inc.
Appears in 1 contract
Certificate of Incorporation. The certificate of incorporation of the Merger Subsidiary as in effect at immediately prior to the Effective Time shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with applicable law, except that the name of the Surviving Corporation shall be changed to the name of the Companythereafter duly amended.
Appears in 1 contract
Certificate of Incorporation. (a) The certificate of incorporation of Merger Subsidiary Sub, as in effect at immediately prior to the Effective Time Time, shall be the certificate of incorporation of the Surviving Corporation Corporation, until thereafter changed or amended in accordance with as provided therein or by applicable law, except that the name of the Surviving Corporation shall be changed to the name of the Company."Ocular Sciences, Inc."
Appears in 1 contract
Samples: Agreement and Plan of Merger (Wesley Jessen Visioncare Inc)
Certificate of Incorporation. The certificate Certificate of incorporation Incorporation of the Merger Subsidiary as in effect at immediately prior to the Effective Time shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until amended in accordance with applicable lawafter the Effective Time, except that the name of the Surviving Corporation shall be changed to the name of the Company"IntelliSense Corporation", until thereafter changed or amended as provided therein or by applicable law.
Appears in 1 contract
Certificate of Incorporation. The certificate Certificate of incorporation of Merger Subsidiary in effect at the Effective Time shall be the certificate of incorporation Incorporation of the Surviving Corporation until amended in accordance with applicable lawshall be the Articles of Incorporation of Merger Subsidiary immediately prior to the Effective Time, except that the name of the Surviving Corporation Merger Subsidiary shall be changed to the name of the Company."XXXX XCD, Inc."
Appears in 1 contract
Certificate of Incorporation. The certificate of incorporation of Merger Subsidiary in effect at the Effective Time shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with applicable law, except that the name of the Surviving Corporation shall be changed to the name of the Company."Pratx & Xambxxx Xxxted, Inc."
Appears in 1 contract
Samples: Agreement and Plan of Merger (Pratt & Lambert United Inc)
Certificate of Incorporation. The certificate cer- tificate of incorporation of Merger Subsidiary in effect at the Effective Time shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with applicable appli- cable law, except that the name of the Surviving Corporation shall be changed to the name of the Company.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cheyenne Software Inc)
Certificate of Incorporation. The certificate of incorporation of Merger Subsidiary in effect at the Effective Time shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with applicable law, except that the name of the Surviving Corporation shall be changed to the name of the Company"NetWorth, Inc.".
Appears in 1 contract
Certificate of Incorporation. The certificate of incorporation of Merger Subsidiary in effect at the Effective Time shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with applicable law, except that the name of the Surviving Corporation shall be changed to the name of the Company"Major Realty Corporation".
Appears in 1 contract
Certificate of Incorporation. The certificate Certificate of incorporation Incorporation of Merger Subsidiary Sub in effect at the Effective Time shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until duly amended in accordance with applicable lawthe terms thereof and the TBCA or the PBCL, as applicable, except that the name of the Surviving Corporation shall be changed to a name that is not inconsistent with the name terms of the Companythis Agreement.
Appears in 1 contract
Samples: Stock Purchase and Merger Agreement (Partners Health Plan of Pennsylvania Inc)
Certificate of Incorporation. The certificate of incorporation of the Merger Subsidiary in effect at the Effective Time shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with applicable lawLaws, except that the name of the Surviving Corporation shall be changed to the name of the Company.“Rogue Wave Software, Inc.”
Appears in 1 contract
Samples: Agreement and Plan of Merger (Rogue Wave Software Inc /Or/)
Certificate of Incorporation. The certificate of incorporation of Merger Subsidiary the Company as in effect at the Effective Time shall be amended in the Merger to be the same as the certificate of incorporation of Merger Sub, except that the name of the Surviving Corporation shall be Xxxxx Corporation, and as so amended, shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with applicable law, except that the name of the Surviving Corporation shall be changed to the name of the Company.
Appears in 1 contract
Certificate of Incorporation. The certificate Certificate of incorporation Incorporation of the Merger Subsidiary in effect at the Effective Time shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until amended in accordance with applicable law, except that the name of the Surviving Corporation shall be changed to the name of the CompanyCorporation.
Appears in 1 contract
Samples: Merger Agreement (Radio One Inc)
Certificate of Incorporation. The certificate of incorporation of Merger Subsidiary in effect at the Effective Time shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with applicable law, except that the name of the Surviving Corporation shall be changed to the name of the Company. SECTION 3.2.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Computer Associates International Inc)
Certificate of Incorporation. The certificate of incorporation of the Merger Subsidiary as in effect at immediately prior to the Effective Time shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with applicable lawthereafter duly amended, except that the name of the Surviving Corporation shall be changed to the name of the Company"THE XXXXXXXX GROUP, INC."
Appears in 1 contract
Certificate of Incorporation. The certificate Certificate of incorporation Incorporation of the Merger Subsidiary as in effect at immediately prior to the Effective Time shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until amended in accordance with applicable lawafter the Effective Time, except that the name of the Surviving Corporation shall be changed to the name of the Company"Lumisys Incorporated", until thereafter changed or amended as provided therein or by applicable law.
Appears in 1 contract
Certificate of Incorporation. The certificate Certificate of incorporation Incorporation of Merger Subsidiary in effect at the Effective Time shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until amended in accordance with applicable law, except that the name of the Surviving Corporation shall be changed to the name of the Company.
Appears in 1 contract
Samples: Merger Agreement
Certificate of Incorporation. The certificate of incorporation of the Merger Subsidiary Sub as in effect at the Effective Time shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with applicable law, except that the name of the Surviving Corporation shall be changed to the name of the Company."FCR, Inc."
Appears in 1 contract
Certificate of Incorporation. The certificate of incorporation of Merger Subsidiary in effect at the Effective Time shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with applicable law, except that the name law or such certificate of the Surviving Corporation shall be changed to the name of the Company.incorporation. SECTION 3.2
Appears in 1 contract
Samples: Iii 5 Agreement and Plan of Merger Agreement and Plan of Merger (Catalog Acquisition Co)
Certificate of Incorporation. The certificate of incorporation of the Merger Subsidiary as in effect at immediately prior to the Effective Time shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with applicable lawthereafter duly amended, except that the name of the Surviving Corporation shall be changed to the name of the Company."IPN Communications, Inc."
Appears in 1 contract
Samples: Agreement and Plan of Merger (Datalogic International Inc)
Certificate of Incorporation. The certificate Certificate of incorporation Incorporation of Merger Subsidiary in effect at the Effective Time shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until amended in accordance with applicable law, except that the name of the Surviving Corporation shall be changed to the current name of the Company.
Appears in 1 contract
Certificate of Incorporation. The certificate Certificate of incorporation Incorporation of Merger Subsidiary as in effect at immediately prior to the Effective Time shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation after the Effective Time until thereafter changed or amended in accordance with as provided therein or by applicable lawLaw, except that the name of the Surviving Corporation shall be changed to the name of the Company"Corning Tropel Corporation".
Appears in 1 contract
