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. (a) Unless otherwise determined by Parent prior to the Effective Time, at the Effective Time the 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 as provided by law and such certificate of incorporation; provided, however, that, at the Effective Time, the Restated Certificate of Incorporation of the Company shall be amended in its entirety to be substantially identical to the certificate of incorporation of the Purchaser. (b) Subject to the provisions of Section 6.07 of this Agreement, the by-laws of the Purchaser in effect at the Effective Time shall be the by-laws of the Surviving Corporation, until thereafter amended as provided by law, the certificate of incorporation of the Surviving Corporation and such by-laws.

Appears in 2 contracts

Samples: Merger Agreement (Interlake Corp), Merger Agreement (GKN North America Inc)

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Certificate of Incorporation and By-laws of the Surviving Corporation. (a) Unless otherwise determined by Parent prior to At the Effective Time, at the Effective Time the Restated Certificate certificate of Incorporation incorporation and 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 attached hereto as Exhibit A and as amended shall be the certificate of incorporation and by-laws of Surviving Corporation, Corporation until thereafter amended as provided therein or by law applicable Law (and such certificate of incorporation; provided, however, that, at the Effective Time, the Restated Certificate of Incorporation of the Company shall be amended in its entirety subject to be substantially identical to the certificate of incorporation of the PurchaserSection 5.8 hereof). (b) Subject to the provisions of Section 6.07 of this Agreement, the by-laws of the Purchaser in effect at the Effective Time shall be the by-laws of the Surviving Corporation, until thereafter amended as provided by law, the certificate of incorporation of the Surviving Corporation and such by-laws.

Appears in 2 contracts

Samples: Merger Agreement (Teva Pharmaceutical Industries LTD), Merger Agreement (Cephalon Inc)

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Certificate of Incorporation and By-laws of the Surviving Corporation. (a) Unless otherwise determined by Parent prior to At the Effective Time, at the Effective Time the Restated Certificate certificate of Incorporation incorporation and 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 the certificate of incorporation and by-laws of Merger Sub, in the Surviving Corporationforms attached hereto as Annex B and Annex C, until thereafter amended as provided by law and such certificate respectively (except that Article I of incorporation; provided, however, that, at the Effective Time, the Restated Certificate of Incorporation of the Company shall be amended in its entirety to be substantially identical to the certificate of incorporation shall read as follows: “The name of the Purchaser. (b) Subject to corporation is Bare Escentuals, Inc.”), and as amended shall be the provisions certificate of Section 6.07 of this Agreement, the incorporation and by-laws of the Purchaser in effect at the Effective Time shall be the by-laws of the Surviving Corporation, Corporation until thereafter amended amended, subject to Section 6.11, as provided therein or by law, the certificate of incorporation of the Surviving Corporation and such by-lawsapplicable Law.

Appears in 1 contract

Samples: Merger Agreement (Bare Escentuals Inc)

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