The Certificate of Incorporation. The certificate of incorporation of the Company as in effect immediately prior to the Effective Time shall be the certificate of incorporation of the Surviving Corporation (the "Charter"), until duly amended as provided therein or by applicable law, except that Article III of the Charter shall be amended to read in its entirety as follows: "The aggregate number of shares that the Corporation shall have the authority to issue is 1,000 shares of Common Stock, par value $0.01 per share."
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Efax Com Inc), Agreement and Plan of Merger (Efax Com Inc), Agreement and Plan of Merger (Jfax Com Inc)
The Certificate of Incorporation. The certificate of incorporation of the Company as in effect immediately prior to the Effective Time shall be the certificate of incorporation of the Surviving Corporation (the "Charter"), until duly amended as provided therein or by applicable law, except that Article III Fourth of the Charter shall be amended to read in its entirety as follows: "The aggregate number authorized capital stock of shares that the Corporation shall have the authority to issue is 1,000 consist of one thousand shares of Common Stock, common stock having a par value $0.01 of one dollar per share."
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Keystone Automotive Industries Inc), Agreement and Plan of Merger (Republic Automotive Parts Inc)
The Certificate of Incorporation. The certificate of incorporation of the Company as in effect immediately prior to the Effective Time shall be the certificate of incorporation of the Surviving Corporation (the "Charter"), until duly amended as provided therein or by applicable law, except that (i) Article III Fourth of the Charter shall be amended to read in its entirety as follows: "The aggregate number of shares that the Corporation shall have the authority to issue is 1,000 shares of Common Stock, par value $0.01 per share."
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ameritech Corp /De/), Agreement and Plan of Merger (SBC Communications Inc)
The Certificate of Incorporation. The certificate Restated Certificate of incorporation Incorporation of the Company as (the "Certificate") in effect immediately prior to at the Effective Time shall be the certificate of incorporation of the Surviving Corporation (the "Charter")Corporation, until duly amended as provided therein or by applicable lawin accordance with the terms thereof and the DGCL, except that the first sentence of Article III Fourth of the Charter Certificate shall be amended to read in its entirety as follows: "The aggregate number of shares that which the Corporation shall have the authority to issue is 1,000 shares of Common Stock, par value $0.01 .25 per share."
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Unimed Pharmaceuticals Inc), Agreement and Plan of Merger (Solvay S a /Adr/)
The Certificate of Incorporation. The certificate of incorporation of the Company as in effect immediately prior to the Effective Time shall shall, from and after the Effective Time, be the certificate of incorporation of the Surviving Corporation (the "“Charter"”), until duly amended as provided therein or by applicable lawLaws, except that Paragraph A of Article III Fourth of the Charter shall be amended to read in its entirety as follows: "“The aggregate total number of shares that which the Corporation shall have the authority to issue is 1,000 shares of Common Stock, par value $0.01 1.00 per shareshare (the “Common Stock”)."”
Appears in 1 contract
The Certificate of Incorporation. The certificate of incorporation of the Company as in effect immediately prior to the Effective Time shall be the certificate of incorporation of the Surviving Corporation (the "CharterCHARTER"), until duly amended as provided therein or by applicable lawLaws , except that Article III Fourth of the Charter shall be amended to read in its entirety as follows: "The aggregate number of shares that the Corporation shall have the authority to issue is 1,000 shares of Common Stock, par value $0.01 1.00 per share."
Appears in 1 contract
The Certificate of Incorporation. The certificate of incorporation of the Company as in effect immediately prior to the Effective Time shall be the certificate of incorporation of the Surviving Corporation (the "Charter"), until duly amended as provided therein or by applicable law, except that Article III IV of the Charter shall be amended to read in its entirety as follows: "The aggregate number of shares that the Corporation shall have the authority to issue is 1,000 shares of Common Stock, par value $0.01 per share, and an unlimited number of fixed value redeemable preferred shares each having a redemption price of $100."
Appears in 1 contract
The Certificate of Incorporation. The certificate of incorporation of the Company as in effect immediately prior to the Effective Time shall be the certificate of incorporation of the Surviving Corporation (the "Charter"), until duly amended as provided therein or by applicable law, except that Article III Fourth of the Charter shall be amended to read in its entirety as follows: "The aggregate number of shares that the Corporation shall have the authority to issue is 1,000 shares of Common Stock, par value $0.01 1.00 per share."
Appears in 1 contract
Samples: Agreement and Plan of Merger (United Healthcare Corp)
