Certificate of Incorporation and By-Laws of Surviving Corporation. At the Effective Time, the Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be amended and restated as set forth in Exhibit A-1 hereto (the "Surviving Corporation Charter"). The By-Laws of the Company as in effect immediately prior to the Effective Time shall be amended and restated as of the Effective Time as set forth in Exhibit B-1 hereto.
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Samples: Agreement and Plan of Merger (Hochberg Larry J), Agreement and Plan of Merger (Sportmart Inc)
Certificate of Incorporation and By-Laws of Surviving Corporation. At the Effective Time, the Certificate of Incorporation shall be amended and restated in its entirety in the form set forth in Exhibit 1.03 hereto and the Certificate of Incorporation as so amended and the By-Laws of the Company, as in effect immediately prior to the Effective Time, shall be amended the Certificate of Incorporation and restated as set forth in Exhibit A-1 hereto (the "Surviving Corporation Charter"). The By-Laws of the Company Surviving Corporation until thereafter amended as in effect immediately prior to the Effective Time shall be amended and restated as of the Effective Time as set forth in Exhibit B-1 heretoprovided by law.
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Certificate of Incorporation and By-Laws of Surviving Corporation. At the Effective Time, the Certificate (a) The certificate of Incorporation incorporation (as amended) of the Company, as in effect immediately prior to the Effective Time, shall be amended and restated as set forth in Exhibit A-1 hereto (the "certificate of incorporation of the Surviving Corporation Charter"). until thereafter amended in accordance with the provisions thereof and applicable law.
(b) The Byby-Laws laws of the Company Company, as in effect immediately prior to the Effective Time Time, shall be amended and restated as the by-laws of the Effective Time as set forth Surviving Corporation until thereafter amended in Exhibit B-1 heretoaccordance with the provisions thereof and applicable law.
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