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: Merger Agreement (Ipass Inc), Merger Agreement (PARETEUM Corp), Merger Agreement (Cavium, Inc.)
Certificate of Incorporation and By-laws of the Surviving Corporation. (a) The certificate Amended and 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 until thereafter amended in accordance with the DGCL and as provided in such certificate therein or by applicable law.
(b) The bylaws of incorporation. The by-laws of the Company, as in effect immediately prior to the Effective Time, shall be the by-laws bylaws 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 5 contracts
Samples: Merger Agreement (Refco Inc.), Merger Agreement (Refco Inc.), Merger Agreement (Refco Inc.)
Certificate of Incorporation and By-laws of the Surviving Corporation. (a) The certificate Certificate of incorporation Incorporation of the CompanyCompany in effect immediately prior to the Effective Time shall become the Certificate of Incorporation of the Surviving Corporation after the Effective Time, until thereafter amended as provided by the DGCL and such Certificate of Incorporation.
(b) The By-laws of the Company as in effect immediately prior to the Effective Time, Time shall be become 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 byBy-laws of the Surviving Corporation after the Effective Time, until thereafter amended in accordance with the DGCL and as provided in by the DGCL, the Certificate of Incorporation of the Surviving Corporation and such byBy-laws.
Appears in 2 contracts
Samples: Merger Agreement (Capricorn Investors Iii L P), Merger Agreement (Tcby Enterprises Inc)
Certificate of Incorporation and By-laws of the Surviving Corporation. (a) The amended and restated 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 therein or by applicable law.
(b) The bylaws of incorporation. The by-laws of the Company, as in effect immediately prior to the Effective Time, shall be the by-laws bylaws 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: Merger Agreement (STR Holdings (New) LLC), Merger Agreement (STR Holdings, 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: Merger Agreement (Whos Your Daddy Inc), Merger Agreement (Snocone Systems 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 (Five Star Products Inc), Tender Offer and Merger Agreement (National Patent Development Corp)
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: Merger Agreement (Ryerson Inc.), Merger Agreement (J.M. Tull Metals Company, 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, the certificate of incorporation attached as Exhibit A shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with applicable Law and the DGCL and as provided in such certificate of incorporationterms thereof. The by-laws of the CompanyMerger Sub, as in effect immediately prior to the Effective Time, shall be the by-laws of the Surviving Corporation until thereafter amended in accordance with applicable Law and the DGCL and as provided in terms of such by-laws.
Appears in 2 contracts
Samples: Merger Agreement (Wilmington Trust Corp), Merger Agreement (M&t Bank Corp)
Certificate of Incorporation and By-laws of the Surviving Corporation. (a) The certificate of incorporation of the Company, as amended and restated in effect immediately prior to the Effective Timeform attached hereto as Exhibit A, 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. therein or by applicable law.
(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 thereafter amended in accordance with the DGCL and as provided in such by-lawstherein or by applicable law.
Appears in 1 contract
Samples: Merger Agreement (Simmons Co)
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
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 to therein or by applicable Law.
(b) Immediately following the Effective Time, shall be the by-laws of the Surviving Corporation until thereafter shall be amended in accordance with the DGCL and their entirety to read as provided in such by-lawsset forth on Exhibit C hereto.
Appears in 1 contract
Certificate of Incorporation and By-laws of the Surviving Corporation. The certificate of incorporation and the by-laws of the Company, Merger Sub as in effect immediately prior to the Effective Time, 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 Corporation, unless and until thereafter amended in accordance with applicable Law and the DGCL and as provided in such by-lawsterms of this Agreement, except that the name of the Surviving Corporation shall be the name of the Company.
Appears in 1 contract
Samples: Merger Agreement (Valeant Pharmaceuticals International, 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