Amendment and Restatement of Certificate of Incorporation Sample Clauses

Amendment and Restatement of Certificate of Incorporation. The Corporation's Certificate of Incorporation (the "Certificate of Incorporation") will have been amended and restated in form and substance as set forth in Exhibit B hereto, will be in full force and effect under the laws of the State of Delaware as of the Closing as so amended and will not have been further amended or modified.
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Amendment and Restatement of Certificate of Incorporation. The Company's Restated Certificate of Incorporation (the "Certificate of Incorporation") will have been amended and restated to read substantially as set forth in Exhibit A hereto, will be in full force and effect at the Closing as so amended and restated and will not have been further amended or modified.
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Amendment and Restatement of Certificate of Incorporation. The Amended and Restated Certificate of Incorporation of the Company shall have been amended and restated to conform to Exhibit C, and shall become effective immediately prior to the Effective Time.
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Amendment and Restatement of Certificate of Incorporation. IRIS shall amend and restate its Certificate of Incorporation substantially in the form set forth in Exhibit B.
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Amendment and Restatement of Certificate of Incorporation. Contemporaneously with the Closing, the Certificate of Incorporation, in form and substance as set forth in Exhibit A attached hereto, shall be in full force and effect under the laws of Delaware as of the Closing and shall not have been further amended or modified.
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Related to Amendment and Restatement of Certificate of Incorporation

  • Amendment of Certificate of Incorporation The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders, directors, or any other persons herein are granted subject to this reservation.

  • Amendment to Certificate of Incorporation The Depositor will not amend its Certificate of Incorporation or state of incorporation without prior notice to the Rating Agencies, the Indenture Trustee, and the Credit Enhancer.

  • Amendment of Bylaws These bylaws may be altered, amended or repealed, and new bylaws made, by the Board of Directors, but the stockholders may make additional bylaws and may alter and repeal any bylaws whether adopted by them or otherwise.

  • The Certificate of Incorporation of the --------- Corporation shall not be amended in any manner which would materially alter or change the powers, preferences or special rights of the Series A Junior Participating Preferred Stock so as to affect them adversely without the affirmative vote of the holders of at least seventy-five percent of the outstanding shares of Series A Junior Participating Preferred Stock, voting together as a single class.

  • Certificate of Incorporation and By Laws of the Surviving Corporation

  • Certificate of Incorporation; Bylaws (a) At the Effective Time, the Certificate of Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by Delaware Law and such Certificate of Incorporation. (b) The Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter amended.

  • Certificate of Incorporation; By-laws (a) At the Effective Time the certificate of incorporation of the Company, as in effect immediately prior to the Effective Time (as amended as provided for in Section 3.3), shall be the certificate of incorporation of the Surviving Corporation until thereafter amended as provided by law and such certificate of incorporation. (b) The by-laws of the Company, as in effect immediately prior to the Effective Time, shall be the By-laws of the Surviving Corporation until thereinafter amended as provided by the certificate of incorporation, the Surviving Corporation and such by-laws.

  • Certificate of Incorporation of the Surviving Corporation 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.

  • Certificate of Incorporation The certificate of incorporation of the Company in effect at the Effective Time shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with applicable law.

  • Certificate of Incorporation, Bylaws, and Minute Books The copies of the Articles of Incorporation and of the Bylaws of ATDH which have been delivered to Global are true, correct and complete copies thereof. The minute book of ATDH, which has been made available for inspection, contains accurate minutes of all meetings and accurate consents in lieu of meetings of the Board of Directors (and any committee thereof) and of the Shareholder of ATDH since the date of incorporation and accurately reflects all transactions referred to in such minutes and consents in lieu of meetings.

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