Certificate of Incorporation and By-laws 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 until thereafter amended in accordance with the DGCL and as provided in such certificate of incorporation. 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 thereafter amended in accordance with the DGCL and as provided in such by-laws.
Appears in 10 contracts
Samples: Agreement and Plan of Merger (PARETEUM Corp), Agreement and Plan of Merger (Ipass Inc), Agreement and Plan of Merger (Cavium, Inc.)
Certificate of Incorporation and By-laws of the Surviving Corporation. The certificate of incorporation of the Company, as in effect immediately prior to At the Effective Time, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the DGCL and as provided in such certificate of incorporation. 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 to be in the form of (except with respect to the name of the Company) the certificate of incorporation and by-laws of Merger Sub, and as amended shall be the certificate of incorporation and by-laws of the Surviving Corporation until thereafter amended in accordance with the DGCL and as provided in such by-lawstherein or by applicable Law (subject to Section 5.9 hereof).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Aeroways, LLC), Agreement and Plan of Merger (Cke Restaurants Inc), Agreement and Plan of Merger (Cke Restaurants Inc)
Certificate of Incorporation and By-laws of the Surviving Corporation. The certificate of incorporation of the Company, Surviving Corporation shall be amended and restated to mirror the certificate of incorporation of the Merger Sub and as in effect immediately prior to the Effective Time, so amended shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the DGCL and or restated as provided in such certificate of incorporationtherein or by applicable law. The by-laws of the Company, as Merger Sub in effect immediately prior to the Effective Time, Time shall be the by-laws of the Surviving Corporation until thereafter amended in accordance with the DGCL and or restated as provided in such by-lawstherein or by applicable law.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Inncardio, Inc), Agreement and Plan of Merger (Enhance Biotech Inc), Agreement and Plan of Merger (Enhance Biotech Inc)
Certificate of Incorporation and By-laws of the Surviving Corporation. The certificate of incorporation and by-laws of the Company, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the DGCL and as provided in such certificate of incorporation. 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 thereafter amended in accordance with the DGCL and as provided in such by-lawstherein or by applicable Law.
Appears in 2 contracts
Samples: Tender Offer and Merger Agreement (National Patent Development Corp), Tender Offer and Merger Agreement (Five Star Products Inc)
Certificate of Incorporation and By-laws of the Surviving Corporation. The certificate Restated Certificate of incorporation Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation Corporation, until thereafter amended in accordance with the DGCL and as provided in by Law and such certificate of incorporation. The by-laws of the Company, as in effect immediately prior to the Effective Time, shall be the by-laws of the Surviving Corporation Corporation, until thereafter amended in accordance with the DGCL and as provided in by Law, the certificate of incorporation of the Surviving Corporation and such by-laws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ryerson Inc.), Agreement and Plan of Merger (J.M. Tull Metals Company, Inc.)
Certificate of Incorporation and By-laws of the Surviving Corporation. (a) The certificate Certificate of incorporation Incorporation of the Company, as Company in effect immediately prior to the Effective Time, Time shall be become the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter amended in accordance with the DGCL and as provided in such certificate of incorporation. The by-laws of the Company, as in effect immediately prior to after the Effective Time, shall be the by-laws of the Surviving Corporation until thereafter amended in accordance with as provided by the DGCL and as provided in such by-lawsCertificate of Incorporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Capricorn Investors Iii L P), Agreement and Plan of Merger (Tcby Enterprises Inc)
Certificate of Incorporation and By-laws of the Surviving Corporation. The (a) At the Effective Time, 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 until thereafter amended in accordance with the DGCL and as provided in such certificate of incorporation. The by-laws of the Company, as in effect immediately prior therein or by applicable Law (and subject to the Effective Time, shall be the by-laws of the Surviving Corporation until thereafter amended in accordance with the DGCL and as provided in such by-lawsSection 5.11 hereof).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Centennial Communications Corp /De), Agreement and Plan of Merger (At&t Inc.)
Certificate of Incorporation and By-laws of the Surviving Corporation. The certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, Company shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the DGCL and or restated as provided in such certificate of incorporationtherein or by applicable law. The by-laws of the Company, as Company in effect immediately prior to the Effective Time, Time shall be the by-laws of the Surviving Corporation until thereafter amended in accordance with the DGCL and or restated as provided in such by-lawstherein or by applicable law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Whos Your Daddy Inc), Agreement and Plan of Merger (Snocone Systems Inc)
Certificate of Incorporation and By-laws of the Surviving Corporation. 2.1. The Certificate of Incorporation. The certificate of incorporation of the Company, Company as in effect immediately prior to the Effective Time shall, from and after the Effective Time, shall be the certificate of incorporation of the Surviving Corporation (the "Charter"), until thereafter duly amended in accordance with the DGCL and as provided therein or by applicable Laws (as defined in such certificate of incorporation. 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 thereafter amended in accordance with the DGCL and as provided in such by-lawsSection 5.1(i)(ii)).
Appears in 1 contract
Samples: Agreement and Plan of Merger (American International Group Inc)
Certificate of Incorporation and By-laws of the Surviving Corporation. The certificate of incorporation and by-laws of the Company, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the DGCL and as provided in such certificate of incorporation. 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 thereafter amended in accordance with the DGCL and as provided in such by-lawstherein or by applicable Law (and subject to Section 5.7 hereof).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Lincare Holdings Inc)
Certificate of Incorporation and By-laws of the Surviving Corporation. The Unless otherwise agreed by Parent and the Company, the certificate of incorporation and by-laws of the Company, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the DGCL and as provided in such certificate of incorporation. 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 thereafter amended in accordance with the DGCL and as provided in such by-lawstherein or by applicable Law and subject to Section 5.7 hereof.
Appears in 1 contract
Samples: Agreement and Plan of Merger (United Retail Group Inc/De)
Certificate of Incorporation and By-laws of the Surviving Corporation. (a) The certificate [amended and restated] Certificate of incorporation Incorporation of the CompanyCompany (the “Certificate of Incorporation”), as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the DGCL and as provided in such certificate of incorporation. The by-laws of therein or by the Company, as in effect immediately prior to the Effective Time, shall be the by-laws of the Surviving Corporation until thereafter amended in accordance with the DGCL and as provided in such by-lawsDGCL.
Appears in 1 contract
Samples: Assignment Agreement and Plan of Merger (Archipelago Learning, Inc.)
