The Certificate of Incorporation. At the Effective Time, the certificate of incorporation of the Company shall be amended and restated in its entirety as set forth in Exhibit B hereto and as so amended and restated shall be the Certificate of Incorporation of the Surviving Company (the “Certificate of Incorporation”), until thereafter amended as provided therein or by applicable Law.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Advaxis, Inc.), Agreement and Plan of Merger (Ayala Pharmaceuticals, Inc.), Agreement and Plan of Merger (Advaxis, Inc.)
The Certificate of Incorporation. At Subject to Section 5.12(a), at the Effective Time, the certificate of incorporation of the Company shall be amended and restated in its entirety as set forth in Exhibit B A hereto and as so amended and restated shall be the Certificate of Incorporation of the Surviving Company (the “Certificate of Incorporation”), until thereafter amended as provided therein or by applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (SendGrid, Inc.), Agreement and Plan of Merger and Reorganization (Twilio Inc)
The Certificate of Incorporation. At the Effective Time, the The certificate of incorporation of the Company shall be amended and restated in connection with the completion of the Merger so as to read in its entirety as set forth in Exhibit B hereto and and, as so amended and restated amended, shall be the Certificate certificate of Incorporation incorporation of the Surviving Company Corporation (the “Certificate of IncorporationCharter”), until thereafter duly amended as provided therein or by applicable LawLaw (subject to Section 7.11(e)).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Icahn Enterprises L.P.), Agreement and Plan of Merger (Dynegy Inc.)
The Certificate of Incorporation. At the Effective Time, the certificate of incorporation of the Company shall be amended and restated in its entirety as set forth in Exhibit B A hereto and as so amended and restated shall be the Certificate of Incorporation of the Surviving Company (the “Certificate of Incorporation”), until thereafter amended as provided therein or by applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Science Applications International Corp), Agreement and Plan of Merger (Engility Holdings, Inc.)
The Certificate of Incorporation. At the Effective Time, the The certificate of incorporation of the Company shall be amended and restated in its entirety to read as set forth in as Exhibit B hereto and as so amended and restated shall be the Certificate certificate of Incorporation incorporation of the Surviving Company Corporation (the “Certificate of IncorporationCharter”), until thereafter amended as provided therein or by applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Merck & Co Inc), Agreement and Plan of Merger (Sirna Therapeutics Inc)
The Certificate of Incorporation. At the Effective Time, the The certificate of incorporation of the Company as in effect immediately prior to the Effective Time shall be amended and restated in its entirety to read as set forth in Exhibit B hereto A (the “Charter”) (and as so amended and restated shall be the Certificate certificate of Incorporation incorporation of the Surviving Company (the “Certificate of Incorporation”Corporation), until thereafter amended as provided therein or by applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Conagra Brands Inc.), Agreement and Plan of Merger (Pinnacle Foods Inc.)
The Certificate of Incorporation. At the Effective Time, the The certificate of incorporation of the Company shall be amended and restated to read in its entirety as set forth in Exhibit B hereto A and as so amended and restated shall be the Certificate certificate of Incorporation incorporation of the Surviving Company Corporation (the “Certificate of IncorporationCharter”), until thereafter amended as provided therein or by applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Renova Media Enterprises Ltd.), Agreement and Plan of Merger (Moscow Cablecom Corp)
The Certificate of Incorporation. At From and after the Effective Time, the certificate of incorporation of the Company Company, as in effect immediately prior to the Merger, shall be amended and restated in its entirety in the Merger as set forth in Exhibit B hereto and C hereto, and, as so amended and restated amended, shall be the Certificate of Incorporation of the Surviving Company Corporation (the “Certificate of IncorporationCharter”), until thereafter amended as provided therein or by applicable LawLaw (subject to Section 5.10).
Appears in 1 contract
The Certificate of Incorporation. At the Effective Time, the The certificate of incorporation of the Company as in effect immediately prior to the Effective Time shall be amended and restated in the Merger to read in its entirety as set forth in Exhibit B hereto A, and as so amended and restated shall be the Certificate restated certificate of Incorporation incorporation of the Surviving Company Corporation (the “Certificate of Incorporation”"Charter"), until thereafter amended as provided therein or by applicable Law.
Appears in 1 contract
The Certificate of Incorporation. At the Effective Time, the certificate of incorporation of the Company shall be amended and restated in its entirety as set forth in the Certificate of Merger attached hereto as Exhibit B hereto A and as so amended and restated shall be the Certificate of Incorporation of the Surviving Company (the “Certificate of Incorporation”), until thereafter amended as provided therein or by applicable Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Satsuma Pharmaceuticals, Inc.)
The Certificate of Incorporation. At the Effective Time, the certificate of incorporation of the Company shall be amended and restated in its entirety to read as set forth in Exhibit B hereto and as so amended and restated shall be the Certificate certificate of Incorporation incorporation of the Surviving Company (the “Certificate of Incorporation”), until thereafter amended as provided therein or by applicable Law, subject to Section 5.11(b).
Appears in 1 contract
The Certificate of Incorporation. At the Effective Time, the certificate of incorporation of the Company shall be amended and restated in its entirety as set forth in Exhibit B A hereto and as so amended and restated shall be the Certificate of Incorporation of the Surviving Company Corporation (the “Certificate of Incorporation”), until thereafter amended as provided therein or by applicable Law.
Appears in 1 contract
The Certificate of Incorporation. At the Effective Time, the The certificate of incorporation of the Company shall be amended and restated as of the Effective Time as a result of the Merger so as to read in its entirety as set forth in Exhibit B A hereto and as so amended and restated amended, shall be the Certificate certificate of Incorporation incorporation of the Surviving Company Corporation (the “Certificate of IncorporationCharter”), until thereafter duly amended as provided therein or by applicable LawLaws.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Bristol West Holdings Inc)
The Certificate of Incorporation. At the Effective Time, the The certificate of incorporation of the Company shall be amended and restated in connection with the completion of the Merger so as to read in its entirety as set forth in Exhibit B hereto and and, as so amended and restated amended, shall be the Certificate certificate of Incorporation incorporation of the Surviving Company Corporation (the “Certificate of IncorporationCharter”), until thereafter duly amended as provided therein or by applicable LawLaw (subject to Section 6.11(e)).
Appears in 1 contract
The Certificate of Incorporation. At The certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, shall be amended to be in the form of Exhibit A hereto, and as so amended shall be the certificate of incorporation of the Company shall be amended and restated in its entirety as set forth in Exhibit B hereto and as so amended and restated shall be the Certificate of Incorporation of the Surviving Company Corporation (the “Certificate of IncorporationCharter”), until thereafter amended as provided therein or by applicable LawLaw (subject to Section 6.11).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Dyncorp International Inc.)
The Certificate of Incorporation. At the Effective Time, the The certificate of incorporation of the Company shall be amended and restated in connection with the completion of the Merger so as to read in its entirety as set forth in Exhibit B C hereto and and, as so amended and restated amended, shall be the Certificate certificate of Incorporation incorporation of the Surviving Company Corporation (the “Certificate of IncorporationCharter”), until thereafter duly amended as provided therein or by applicable LawLaw (subject to Section 6.12(e)).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Matrixx Initiatives Inc)
