Certificate of Incorporation and By-Laws. (a) At the Effective Time, the certificate of incorporation of the Company shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Ruby Merger Corp.), Agreement and Plan of Merger (Ruby Merger Corp.), Agreement and Plan of Merger (Retek Inc)
Certificate of Incorporation and By-Laws. (a) At The Certificate of Incorporation of the Surviving Corporation shall be amended at the Effective TimeTime to read in the form of Exhibit A, the certificate and, as so amended, such Certificate of incorporation of the Company Incorporation shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Anixter International Inc), Agreement and Plan of Merger (Wesco International Inc), Agreement and Plan of Merger (Wesco International Inc)
Certificate of Incorporation and By-Laws. (a) At The Amended and Restated Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, the certificate of incorporation Time of the Company Merger, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Lawlaw.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Santa Fe Pacific Gold Corp), Letter Agreement (Homestake Mining Co /De/), Agreement and Plan of Merger (Santa Fe Pacific Gold Corp)
Certificate of Incorporation and By-Laws. (a) At The Certificate of Incorporation of the Company (the "Certificate of Incorporation"), as in effect immediately prior to the Effective Time, the certificate of incorporation of the Company shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Lawlaw.
Appears in 4 contracts
Samples: Agreement and Plan (Misys PLC), Agreement and Plan of Merger (C Ats Software Inc), Agreement and Plan (Lyondell Petrochemical Co)
Certificate of Incorporation and By-Laws. (a) At the Effective Time, the 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 changed or amended as provided therein or by applicable Lawlaw.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (SFX Broadcasting Inc), Agreement and Plan of Merger (Triathlon Broadcasting Co), Agreement and Plan of Merger (Northbay Financial Corp)
Certificate of Incorporation and By-Laws. (a) At the Effective Time, the certificate The Restated Certificate of incorporation Incorporation of the Company Company, as amended to the date of this Agreement, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Lawlaw.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Ual Corp /De/), Agreement and Plan of Merger (Us Airways Inc), Agreement and Plan of Merger (Us Airways Inc)
Certificate of Incorporation and By-Laws. (a) At the Effective Time, the The certificate of incorporation of the Company Company, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Applicable Law; provided, however, that such certificate of incorporation shall be amended to become identical to the certificate of incorporation of Sub as in effect immediately prior to the Effective Time except that Article I thereof shall be amended to change the name of the Surviving Corporation to the name of the Company.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (I Stat Corporation /De/), Agreement and Plan of Merger (I Stat Corporation /De/), Agreement and Plan of Merger (Illinois Tool Works Inc)
Certificate of Incorporation and By-Laws. (a) At the Effective Time, the certificate Certificate of incorporation Incorporation and the By-Laws of the Company Company, in each case as in effect immediately prior to the Effective Time, shall be the certificate Certificate of incorporation Incorporation and the By-Laws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Lawlaw.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Brining David R), Agreement and Plan of Merger (Kci Acquisition Corp), Agreement and Plan of Merger (Valley Forge Corp)
Certificate of Incorporation and By-Laws. (a) At the Effective Time, the The certificate of incorporation of the Company Company, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Maytag Corp), Agreement and Plan of Merger (Whirlpool Corp /De/), Agreement and Plan of Merger (Whirlpool Corp /De/)
Certificate of Incorporation and By-Laws. (ai) At the Effective Time, the The certificate of incorporation of the Company (the "Company Charter"), as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation Company until thereafter changed or amended as provided therein or by under applicable Lawlaw.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Fidelity National Financial Inc /De/), Agreement and Plan of Merger (Fidelity National Financial Inc /De/), Agreement and Plan of Merger (Fidelity National Information Services, Inc.)
Certificate of Incorporation and By-Laws. (a) At The Certificate of Incorporation of Sub as in effect immediately prior to the Effective Time, the certificate of incorporation of the Company Time shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Kagt Holdings Inc), Agreement and Plan of Merger (National Vision Inc), Agreement and Plan of Merger (Forrester Research Inc)
Certificate of Incorporation and By-Laws. (a) At the Effective Time, the The certificate of incorporation of the Company Company, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Lawlaw.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Del Laboratories Inc), Conformed Copy (Zurich Insurance Co), Conformed Copy (Zurich Reinsurance Centre Holdings Inc)
Certificate of Incorporation and By-Laws. (a) At The Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, the certificate of incorporation of the Company shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Lawlaw.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Rexam Acquisition Subsidiary Inc), Agreement and Plan of Merger (International Business Machines Corp), Agreement and Plan of Merger (Mainspring Inc)
Certificate of Incorporation and By-Laws. (a) At The Amended and Restated Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, the certificate of incorporation of the Company shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Lawlaw.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (International Business Machines Corp), Agreement and Plan of Merger (Crossworlds Software Inc)
Certificate of Incorporation and By-Laws. (a) At the Effective Time, the certificate The Certificate of incorporation of the Company shall be the certificate of incorporation Incorporation of the Surviving Corporation shall be the Certificate of Incorporation of the Company in effect immediately prior to the Effective Time until thereafter changed or amended as provided therein or and by applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Aki Inc), Agreement and Plan of Merger (Von Hoffmann Holdings Inc)
Certificate of Incorporation and By-Laws. (a) At the Effective Time, the certificate of incorporation of the Company shall be the certificate of incorporation of the Surviving Corporation Corporation, until thereafter changed or amended as provided therein or by in accordance with the provisions thereof and applicable LawLaw (subject to Section 5.10).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Rockwood Holdings, Inc.), Agreement and Plan of Merger (Albemarle Corp)
Certificate of Incorporation and By-Laws. (a) At The Company Charter, as in effect immediately prior to the Effective Time, the certificate of incorporation of the Company shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Lawlaw.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Carters Inc), Agreement and Plan of Merger (Oshkosh B Gosh Inc)
Certificate of Incorporation and By-Laws. (a) At the Effective Time, the The certificate of incorporation of the Company Company, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tejas Inc), Agreement and Plan of Merger (Tejas Inc)
Certificate of Incorporation and By-Laws. (a) At the Effective Time, the The certificate of incorporation of the Company Company, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Applicable Law.; provided, however, that such certificate of incorporation shall be amended to be in the form attached hereto as Exhibit B.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Click Commerce Inc), Agreement and Plan of Merger (Illinois Tool Works Inc)
Certificate of Incorporation and By-Laws. (a) At The Certificate of Incorporation of Sub, as in effect at the Effective Time, the certificate of incorporation Time of the Company Merger, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Lawlaw.
Appears in 2 contracts
Samples: Agreement and Plan (Emersub Lxxiv Inc), Agreement and Plan of Merger (Daniel Industries Inc)
Certificate of Incorporation and By-Laws. (a) At The Second Amended and Restated Certificate of Incorporation of the Company (the "Certificate of Incorporation"), as in effect immediately prior to the Effective Time, the certificate of incorporation of the Company shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Lawlaw.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Chase Venture Capital Associates L P), Agreement and Plan of Merger (Johnson & Johnson)
Certificate of Incorporation and By-Laws. (a) At The Company Certificate, as in effect immediately prior to the Effective Time, the certificate of incorporation of the Company shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.Surviving
Appears in 2 contracts
Samples: Acquisition Agreement and Plan of Merger (EverBank Financial Corp), Acquisition Agreement and Plan of Merger (EverBank Financial Corp)
Certificate of Incorporation and By-Laws. (a) At The Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, the certificate of incorporation Time of the Company Merger, shall be amended as of the Effective Time of the Merger to read as set forth in Exhibit A hereto, and, as so amended, such Certificate of Incorporation shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Lawlaw.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Camco International Inc), Agreement and Plan of Merger (Camco International Inc)
Certificate of Incorporation and By-Laws. (a) At The Restated Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, the certificate of incorporation of the Company shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Lawlaw.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bethlehem Steel Corp /De/), Agreement and Plan of Merger (Lukens Inc)
Certificate of Incorporation and By-Laws. (a) At The Certificate of Incorporation of Merger Subsidiary, as in effect immediately prior to the Effective Time, the certificate of incorporation of the Company shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Lawlaw.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Gaylord Container Corp /De/), Agreement and Plan of Merger (Gaylord Container Corp /De/)
Certificate of Incorporation and By-Laws. (a) At The Certificate of Incorporation of Acquisition in effect at the Effective Time, the certificate of incorporation of the Company Time shall be attached to the certificate Certificate of incorporation Merger as an amendment to the Certificate of Incorporation of Holdings, with the effect that such Certificate of Incorporation shall become the Certificate of Incorporation of the Surviving Corporation Entity, until thereafter changed or amended as provided therein or by applicable Lawand under the GCL.
Appears in 2 contracts
Samples: Stock Purchase and Merger Agreement (SFG Capital Corp), Stock Purchase and Merger Agreement (Borden Inc)
Certificate of Incorporation and By-Laws. (a) At the Effective Time, the The certificate of incorporation of the Company shall be amended as of the Effective Time to be in the form of Exhibit A attached hereto and, as so amended, such certificate of incorporation shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Lawlaw.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Edo Corp), Agreement and Plan of Merger (Itt Corp)
Certificate of Incorporation and By-Laws. (a) At the Effective Time, the The certificate of incorporation of Acquisition as in effect at the Company Effective Time shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Lawand under the DGCL.
Appears in 1 contract
Certificate of Incorporation and By-Laws. (a) At The Amended and Restated Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, will be, from and after the Effective Time, the certificate Certificate of incorporation of the Company shall be the certificate of incorporation Incorporation of the Surviving Corporation Corporation, until thereafter changed altered, amended or amended repealed as provided therein or by and in accordance with applicable Lawlaw.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Centennial Specialty Foods Corp)
Certificate of Incorporation and By-Laws. (a) At The Certificate of Incorporation of the Company (the "Certificate of -------------- Incorporation"), as in effect immediately prior to the Effective Time, the certificate of incorporation of the Company shall be ------------- the certificate of incorporation of the Surviving Corporation Corporation, until thereafter changed or amended as provided therein or by applicable Lawlaw.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Benfield Greig Group PLC)
Certificate of Incorporation and By-Laws. (a) At the Effective Time, the The certificate of incorporation of the Company Acquiror in effect at the Effective Time shall be the certificate of incorporation of the Surviving Corporation Corporation, until thereafter changed or duly amended as provided therein or by applicable Lawin accordance with its terms and the State Act. The by-laws of the Acquiror in effect at the Effective Time shall be the by-laws of the Surviving Corporation, until duly amended in accordance with their terms and the State Act.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Lakeland Bancorp Inc)
Certificate of Incorporation and By-Laws. (a) At the Effective Time, the certificate The Certificate of incorporation Incorporation of the Company as in effect immediately prior to the Effective Time shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or and as permitted by applicable Lawlaw and this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Colorado Gaming & Entertainment Co)
Certificate of Incorporation and By-Laws. (a) At The certificate of ---------------------------------------- incorporation and by-laws of the Effective TimeSurviving Corporation shall be, respectively, the certificate of incorporation of the Company shall be Company, as in effect immediately prior to the certificate of incorporation Effective Time, and the by-laws of the Surviving Corporation until thereafter changed or amended Company, as provided therein or by applicable Lawin effect immediately prior to the Effective Time.
Appears in 1 contract
Samples: Dime Bancorp Inc
Certificate of Incorporation and By-Laws. (a) At 2.4.1 The certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, will be, from and after the Effective Time, the certificate of incorporation of the Company shall be the certificate of incorporation of the Surviving Corporation until thereafter changed altered, amended or amended repealed as provided therein or by and in accordance with applicable Lawlaw.
Appears in 1 contract
Samples: Agreement and Plan of Conversion and Merger (Sound Surgical Technologies Inc.)
Certificate of Incorporation and By-Laws. (a) At The Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, the certificate of incorporation Time of the Company Merger shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Lawlaw.
Appears in 1 contract
Certificate of Incorporation and By-Laws. (a) At the Effective Time, the certificate The Certificate of incorporation Incorporation of the Company as in effect immediately prior to the Effective Time of the Merger shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Lawlaw.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Numed Home Health Care Inc)
Certificate of Incorporation and By-Laws. (a) At The Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, the certificate of incorporation shall be amended and restated in its entirety as of the Company Effective Time as set forth in Exhibit C hereto. As so amended and restated, such Certificate of Incorporation shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Lawlaw.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Damen Financial Corp)
Certificate of Incorporation and By-Laws. (a) At the Effective Time, the The certificate of incorporation of the Company shall Company, as in effect immediately prior to the Effective Time, will be amended at the Effective Time to read in the form of Exhibit A hereto and, as so amended, such certificate of incorporation will be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Readers Digest Association Inc)
Certificate of Incorporation and By-Laws. (a) At the Effective Time, the certificate Company Certificate of incorporation of Incorporation as in effect immediately prior to the Effective Time shall be amended so as to read in its entirety in a form to be agreed upon by Parent and Company in their respective reasonable discretion and, as so amended, shall be the certificate of incorporation of the Surviving Corporation Corporation, until thereafter changed or amended as provided therein or by applicable Law, subject to Section 7.1.
Appears in 1 contract
Certificate of Incorporation and By-Laws. (a) At The Certificate of Incorporation of the Company (the "Certificate of Incorporation"), as in effect immediately prior to the Effective Time, the certificate of incorporation of the Company shall be the certificate of incorporation of the Surviving Corporation Corporation, until thereafter changed or amended as provided therein or by applicable Lawlaw.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Blanch E W Holdings Inc)
Certificate of Incorporation and By-Laws. (a) At the Effective Time, the The certificate of incorporation of Acquisition in effect immediately prior to the Company Effective Time shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by in accordance with applicable Lawlaw.
Appears in 1 contract
Certificate of Incorporation and By-Laws. (a) At The Certificate of Incorporation of Acquisition Subsidiary, as in effect immediately prior to the Effective Time, the certificate of incorporation of the Company shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Lawlaw.
Appears in 1 contract
Samples: Thor Industries Inc
Certificate of Incorporation and By-Laws. (a) At the Effective Time, the certificate The Certificate of incorporation Incorporation of the Company at the Effective Time shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation (until modified in accordance with applicable law). The By-Laws of the Company at the Effective Time shall be the By-Laws of the Surviving Corporation until thereafter changed or amended as provided therein or by modified in accordance with applicable Lawlaw.
Appears in 1 contract
Certificate of Incorporation and By-Laws. (a) At The certificate of incorporation and by-laws of the Effective TimeSurviving Corporation shall be, respectively, the certificate of incorporation of the Company shall be Company, as in effect immediately prior to the certificate of incorporation Effective Time, and the by-laws of the Surviving Corporation until thereafter changed or amended Company, as provided therein or by applicable Lawin effect immediately prior to the Effective Time.
Appears in 1 contract
Samples: 47 Agreement and Plan of Combination (North American Mortgage Co)
Certificate of Incorporation and By-Laws. (a) At the Effective Time, the certificate of incorporation of the Company shall be become the certificate of incorporation of the Surviving Corporation until thereafter changed or amended (subject to Section 6.08(a)) as provided therein or by applicable Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (TMS International Corp.)
Certificate of Incorporation and By-Laws. (a) At the Effective Time, the certificate The Certificate of incorporation Incorporation of the Company Surviving Corporation at the effective time of the Merger shall continue to be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Lawlaw.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Mediscience Technology Corp)
Certificate of Incorporation and By-Laws. (a) At the Effective Time, the Certificate of Incorporation of the Company as in effect immediately prior to the Effective Time shall be amended and restated as set forth in Exhibit B and, as so amended and restated, such certificate of incorporation of the Company shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation Corporation, until thereafter changed or amended as provided therein or permitted by applicable Law.
Appears in 1 contract
Samples: Tender and Support Agreement (VirtualScopics, Inc.)
Certificate of Incorporation and By-Laws. (a) At the Effective Time, the certificate of incorporation by virtue of the Merger and without any action on the part of any Party, the Certificate of Incorporation of the Surviving Company shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable LawCompany immediately prior to the Effective Time.
Appears in 1 contract
Certificate of Incorporation and By-Laws. (a) At the Effective Time, the The certificate of incorporation of the Company as in effect immediately prior to the Closing Date shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Lawlaw.
Appears in 1 contract
Certificate of Incorporation and By-Laws. (a) 3.1 At the Effective Time, the certificate Certificate of incorporation Incorporation of the Company Company, as amended through the Effective Time, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter changed or further amended as provided therein or by in accordance with the provisions thereof and applicable Lawlaw.
Appears in 1 contract
Samples: Agreement and Plan (Foundation Coal Holdings, Inc.)
Certificate of Incorporation and By-Laws. (a) At the Effective Time, the certificate 2.3.1 The Certificate of incorporation Incorporation of the Company in effect immediately prior to the Effective Time shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by in accordance with applicable Lawlaw.
Appears in 1 contract
Certificate of Incorporation and By-Laws. (a) At The Certificate of Incorporation of the Company, as in effect immediately prior to the Effective TimeTime (the “Company Certificate”), shall be amended at the certificate Effective Time to be in the form of incorporation of the Annex A and, as so amended, such Company Certificate shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.
Appears in 1 contract
Certificate of Incorporation and By-Laws. (a) At the Effective Time, the certificate The Certificate of incorporation of the Company shall be the certificate of incorporation Incorporation of the Surviving Corporation until thereafter changed or amended immediately following the Effective Time shall be the same as provided therein or by applicable Lawthe Certificate of Incorporation of the Company immediately prior to the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Silverstream Software Inc)
Certificate of Incorporation and By-Laws. (a) At The Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, the certificate of incorporation of the Company shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Lawlaw.
Appears in 1 contract
Certificate of Incorporation and By-Laws. (a) At The Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, the certificate of incorporation of the Company shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (DRS Technologies Inc)
Certificate of Incorporation and By-Laws. (a) At the Effective Time, the certificate Company’s Certificate of incorporation of Incorporation, as amended or restated (the “Company Certificate”), and the Company’s By Laws, as amended or restated (the “Company By-Laws”), as in effect immediately prior to the Effective Time, shall be the certificate Certificate of incorporation Incorporation and the By-Laws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable LawCorporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Midwest Banc Holdings Inc)
Certificate of Incorporation and By-Laws. (a) At The Certificate of Incorporation of Purchaser as in effect immediately prior to the Effective Time, the certificate of incorporation of the Company Time shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.
Appears in 1 contract
Certificate of Incorporation and By-Laws. (a) At the Effective Time, the certificate The ---------------------------------------- Certificate of incorporation Incorporation of the Company as in effect at the Effective Time of the Merger shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation Corporation, until thereafter changed or amended as provided therein or by applicable Lawamended.
Appears in 1 contract
Samples: Physician Support Systems Inc
Certificate of Incorporation and By-Laws. (a) At the Effective Time, the The certificate of incorporation of the Company Company, as in effect immediately prior to the Effective Time, shall upon the Effective Time be amended and restated in full to read as set forth in Exhibit A and as so amended and restated shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable LawCorporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (CF Industries Holdings, Inc.)
Certificate of Incorporation and By-Laws. (a) At the Effective Time, the The certificate of incorporation of the Company in effect at the Effective Time shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by in accordance with applicable Law. The by-laws of the Company in effect at the Effective Time shall be the by-laws of the Surviving Corporation until amended in accordance with applicable Law.
Appears in 1 contract
Certificate of Incorporation and By-Laws. (a) At The Amended and Restated Certificate of Incorporation of the Company as in effect immediately prior to the Effective Time, the certificate of incorporation of as amended by the Company Charter Proposal, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by in accordance with the terms thereof and with applicable Lawlaw.
Appears in 1 contract
Samples: Agreement and Plan of Merger (New World Communications Group Inc)
