The Certificate of Incorporation. At the Effective Time, the certificate of incorporation of the Surviving Corporation (the “Charter”) shall be amended in its entirety to read as set forth in Exhibit A hereto, until thereafter amended as provided therein or by applicable Law.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Solera Holdings, Inc), Agreement and Plan of Merger (Exelon Corp), Agreement and Plan of Merger (Potomac Electric Power Co)
The Certificate of Incorporation. At the Effective Time, the certificate of incorporation of the Surviving Corporation (the “"Charter”") shall be amended in its entirety to read as set forth in Exhibit A hereto, until thereafter amended as provided therein or by applicable Law.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Cingular Wireless LLC), Agreement and Plan of Merger (SBC Communications Inc), Agreement and Plan of Merger (Cingular Wireless LLC)
The Certificate of Incorporation. At the Effective Time, the certificate of incorporation of the Surviving Corporation as in effect immediately prior to the Effective Time shall be amended and restated in its entirety as of the Effective Time to be identical to the certificate of incorporation of Merger Sub in the form set forth as Exhibit A hereto (the “Charter”) shall be amended in its entirety to read as set forth in Exhibit A hereto), until thereafter amended as provided therein or by applicable LawLaws except for Article I of the Charter, which shall read in its entirety as follows: “The name of the corporation is DJO Incorporated.”
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Djo Inc), Agreement and Plan of Merger (ReAble Therapeutics Finance LLC)
The Certificate of Incorporation. At the Effective Time, the certificate of incorporation of the Surviving Corporation Company (the “Charter”) shall be amended and restated in its entirety to read as set forth in Exhibit EXHIBIT A hereto, and such amended and restated Charter shall serve as the certificate of incorporation of the Surviving Corporation until thereafter amended as provided therein or by applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Shire PLC), Agreement and Plan of Merger (Dyax Corp)
The Certificate of Incorporation. At the Effective Time, the certificate of incorporation of the Surviving Corporation (the “Charter”) shall be amended in its entirety to read as set forth in on Exhibit A hereto, until thereafter duly amended as provided therein or by applicable LawLaws (as defined in Section 5.1(i)).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (SBC Communications Inc), Agreement and Plan of Merger (At&t Corp)
The Certificate of Incorporation. At the Effective Time, the certificate of incorporation of the Surviving Corporation (the “Charter”) shall be amended in its entirety to read be in the form attached hereto as set forth in Exhibit A heretoA, until thereafter amended as provided therein or by applicable LawLaw (subject to Section 5.10).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Providence Equity Partners VI L P), Agreement and Plan of Merger (Sra International Inc)
The Certificate of Incorporation. At the Effective Time, the certificate of incorporation of the Surviving Corporation Company (the “Charter”) shall shall, by virtue of the Merger, be amended and restated in its entirety to read as set forth in on Exhibit A hereto, and such amended and restated Charter shall become the certificate of incorporation of the Surviving Corporation, until thereafter duly amended as provided therein or by applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cubist Pharmaceuticals Inc), Agreement and Plan of Merger (Optimer Pharmaceuticals Inc)
The Certificate of Incorporation. At the Effective Time, the certificate of incorporation of the Surviving Corporation (the “Charter”) shall be amended in its entirety to read as set forth in Exhibit EXHIBIT A hereto, until thereafter amended as provided therein or by applicable LawLaws.
Appears in 1 contract
The Certificate of Incorporation. At the Effective Time, the certificate of incorporation of the Surviving Corporation (the “Charter”) shall be amended and restated in its entirety to read as set forth in Exhibit A heretoA, until thereafter amended, restated or amended and restated as provided therein or by applicable Law, in each case consistent with the obligations set forth in Section 7.11.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Blackhawk Network Holdings, Inc)
The Certificate of Incorporation. At the Effective Time, the certificate of incorporation of the Surviving Corporation (the “Charter”) shall be amended in its entirety to read as set forth in Exhibit A B hereto, until thereafter amended as provided therein or by applicable Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Idenix Pharmaceuticals Inc)
The Certificate of Incorporation. At the Effective Time, the certificate of incorporation of the Surviving Corporation (the “CharterCertificate of Incorporation”) shall be amended and restated in its entirety to read as set forth in Exhibit A heretoA, and as such shall be the Certificate of Incorporation until thereafter amended as provided therein or by applicable Law, subject to Section 6.11.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Vonage Holdings Corp)
The Certificate of Incorporation. At the Effective Time, the certificate of incorporation of the Surviving Corporation (the “Charter”) shall be amended in its entirety to read as be substantially consistent with the terms set forth in Exhibit A I hereto, until thereafter amended as provided therein or by applicable Law.
Appears in 1 contract
Samples: Merger and Sponsorship Transaction Agreement (TerraForm Power, Inc.)
