Certificate of Incorporation and By-laws of the Surviving Corporation. The certificate of incorporation and by-laws of the Surviving Corporation shall be amended at the Effective Time to be in the form of Exhibit 2.5 hereto and, as so amended, such certificate of incorporation and by-laws shall be the certificate of incorporation and by-laws of the Surviving Corporation until thereafter amended as provided by law and such certificate of incorporation and by-laws (and subject to Section 5.7).
Appears in 3 contracts
Samples: Merger Agreement (FFG Merger Corporation, Inc), Merger Agreement (Gmi Merger Corp), Merger Agreement (Guilford Mills Inc)
Certificate of Incorporation and By-laws of the Surviving Corporation. The certificate of incorporation and by-laws of the Surviving Corporation Company, as in effect immediately prior to the Effective Time, shall be amended at and as of the Effective Time to be in the form of Exhibit 2.5 hereto andA and Exhibit B, respectively, and as so amended, such certificate of incorporation and by-laws amended shall be the certificate of incorporation and by-laws of the Surviving Corporation until thereafter amended as provided by law and such certificate of incorporation and by-laws (and subject to Section 5.7)5.8) as provided therein or by Law.
Appears in 2 contracts
Samples: Merger Agreement (GLG Partners, Inc.), Merger Agreement (Sage Summit LP)
Certificate of Incorporation and By-laws of the Surviving Corporation. The certificate At the Effective Time, the Certificate of incorporation Incorporation and byBy-laws Laws of the Surviving Corporation Company shall be amended at the Effective Time in their entirety to be read as set forth in the form of Exhibit 2.5 hereto andB and Exhibit C hereto, respectively, and as so amended, such certificate of incorporation and by-laws shall be the certificate Certificate of incorporation Incorporation and byBy-laws Laws of the Surviving Corporation Corporation, until thereafter duly amended as provided therein or by law and such certificate of incorporation and by-laws applicable Law (and subject to Section 5.76.7(b) of this Agreement).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Chindex International Inc), Merger Agreement (Chindex International Inc)
Certificate of Incorporation and By-laws of the Surviving Corporation. The At the Effective Time, the certificate of incorporation and by-laws of the Surviving Corporation shall be amended at the Effective Time and restated in their entirety to be in the form of Exhibit 2.5 hereto and, as so amended, such the certificate of incorporation and by-laws of Merger Sub, attached hereto as Exhibit A, except that the name of the Surviving Corporation shall at the Effective Time be changed to “Asset Acceptance Capital Corp.” and as so amended shall be the certificate of incorporation and by-laws of the Surviving Corporation until thereafter amended as provided therein or by law and such certificate of incorporation and by-laws applicable Law (and subject to Section 5.75.8).
Appears in 2 contracts
Samples: Merger Agreement (Asset Acceptance Capital Corp), Merger Agreement (Encore Capital Group Inc)
Certificate of Incorporation and By-laws of the Surviving Corporation. The certificate of incorporation and by-laws of the Surviving Corporation set forth in Exhibit D, shall be amended at the Effective Time to be in the form of Exhibit 2.5 hereto and, as so amended, such certificate of incorporation and by-laws shall be the certificate of incorporation and by-laws of the Surviving Corporation until thereafter amended as provided therein or by law and such certificate of incorporation and by-laws applicable Law (and subject to Section 5.75.8 hereof).
Appears in 2 contracts
Samples: Merger Agreement (Roche Holding LTD), Merger Agreement (Bioveris Corp)
Certificate of Incorporation and By-laws of the Surviving Corporation. The At the Effective Time, the certificate of incorporation and by-laws of the Surviving Corporation shall be amended at in their entirety to contain the Effective Time to be provisions set forth in the form of Exhibit 2.5 hereto and, as so amended, such certificate of incorporation and by-laws shall be the certificate of incorporation and by-laws of Merger Sub attached as Exhibit B hereto, except that the name of the Surviving Corporation until thereafter amended as provided by law and such certificate shall at the Effective Time be changed to the name of incorporation and by-laws (and subject to Section 5.7)the Company.
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Certificate of Incorporation and By-laws of the Surviving Corporation. The certificate Certificate of incorporation and by-laws Incorporation of the Surviving Corporation shall be amended at the Effective Time as provided in Exhibit A to be the Certificate of Merger until amended as provided by Law, and the Bylaws of Acquisition in effect at the form of Exhibit 2.5 hereto and, as so amended, such certificate of incorporation and by-laws Effective Time shall be the certificate of incorporation and by-laws Bylaws of the Surviving Corporation until thereafter amended as provided by law and such certificate of incorporation and by-laws (and subject to Section 5.7)Law.
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