Common use of Certificate of Incorporation and By-laws of the Surviving Corporation Clause in Contracts

Certificate of Incorporation and By-laws of the Surviving Corporation. The certificate of incorporation of the Surviving Corporation shall be amended and restated to read as set forth in EXHIBIT A attached hereto and as so amended shall be the certificate of incorporation of the Surviving Corporation until thereafter amended or restated as provided therein or by applicable law. The by-laws of Merger Sub in effect immediately prior to the Effective Time shall be the by-laws of the Surviving Corporation until thereafter amended or restated as provided therein or by applicable law.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Front Porch Digital Inc), Agreement and Plan of Merger (Front Porch Digital Inc)

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Certificate of Incorporation and By-laws of the Surviving Corporation. The (a) At the Effective Time, the restated certificate of incorporation of the Surviving Corporation Company, as in effect immediately prior to the Effective Time, shall be amended and restated to read in its entirety as set forth in EXHIBIT Exhibit A attached hereto and incorporated by reference herein, and, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation Corporation, until thereafter amended or restated as provided therein or by applicable law. The by-laws of Merger Sub in effect immediately prior to accordance with the Effective Time shall be the by-laws of the Surviving Corporation until thereafter amended or restated as provided therein or by provisions thereof and hereof and applicable law.

Appears in 2 contracts

Samples: Ii Agreement and Plan of Merger (Luxottica Group Spa), Agreement and Plan of Merger (Cole National Corp /De/)

Certificate of Incorporation and By-laws of the Surviving Corporation. The At the Effective Time, the certificate of incorporation of the Surviving Corporation shall be amended and restated in its entirety to read as set forth be in EXHIBIT A the form attached hereto and as so amended shall be the certificate of incorporation of the Surviving Corporation Exhibit B until thereafter amended or restated as provided therein or by applicable lawLaw (subject to Section 5.06). The by-laws of Merger Sub in effect immediately prior to parties hereto shall take all requisite action so that, at the Effective Time shall be Time, the by-laws of the Surviving Corporation shall be amended and restated in their entirety to be in the form attached hereto as Exhibit C until thereafter amended or restated as provided therein or by applicable lawLaw (subject to Section 5.06).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Spectranetics Corp)

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Certificate of Incorporation and By-laws of the Surviving Corporation. The At and after the Effective Time, the certificate of incorporation and bylaws of the Surviving Corporation shall be amended and restated to read in their entirety the same as set forth in EXHIBIT A attached hereto and as so amended shall be the certificate of incorporation and bylaws of the Surviving Corporation until thereafter amended or restated Merger Sub, each as provided therein or by applicable law. The by-laws of Merger Sub in effect immediately prior to the Effective Time shall be Time, except that the by-laws name of the Surviving Corporation shall be Cordant Holdings Corporation, and the certificate of incorporation and bylaws, as so amended, shall be the certificate of incorporation and bylaws, respectively, of the Surviving Corporation, until thereafter amended or restated as provided therein or by applicable law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Tracor Inc /De)

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