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 (Wesco International Inc), Agreement and Plan of Merger (Wesco International Inc), Agreement and Plan of Merger (Anixter International 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 5 contracts
Samples: Agreement and Plan of Merger (Metaldyne Corp), Agreement and Plan of Merger (Synaptic Pharmaceutical Corp), And Restated Agreement and Plan of Merger (Masco Corp /De/)
Certificate of Incorporation and By-Laws. (a) At the Effective Time, the certificate The Restated Certificate of incorporation Incorporation of the Company shall be amended at the certificate Effective Time to read in the form of incorporation Exhibit A and, as so amended, such Restated Certificate of Incorporation shall be the Restated Certificate of 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, Agreement and Plan of Merger (American Water Works Company, Inc.), Agreement and Plan of Merger (Pennzoil Quaker State Co)
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 (Newmont Mining Corp), Letter Agreement (Homestake Mining Co /De/), Agreement and Plan of Merger (Allwaste Inc)
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 (Us Airways Inc), Agreement and Plan of Merger (Us Airways Inc), Agreement and Plan of Merger (Ual Corp /De/)
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 (Lyondell Petrochemical Co), Agreement and Plan (Misys PLC), Agreement and Plan of Merger (C Ats Software Inc)
Certificate of Incorporation and By-Laws. (a) At the Effective Time, the certificate of incorporation of the Company Surviving Corporation shall be amended to read as set forth in Exhibit A hereto until further amended in accordance with the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by provisions thereof and applicable LawLaw (subject to Section 5.9).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Centene Corp), Agreement and Plan of Merger (Pinnacle Foods Inc.), Agreement and Plan of Merger (Hillshire Brands Co)
Certificate of Incorporation and By-Laws. (a) At the Effective Time, the certificate The Restated Certificate of incorporation Incorporation of the Company (the “Company Certificate”) shall be amended at the Effective Time so that it is in substantially the form as set forth on Exhibit A hereto (with such changes or modifications as the Company and Parent may agree) and, as so amended, such Company Certificate shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or and by applicable Law.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Viasys Healthcare Inc), Agreement and Plan of Merger (Cardinal Health Inc), Agreement and Plan of Merger (Cardinal Health Inc)
Certificate of Incorporation and By-Laws. (a) At the Effective Time, the certificate The Certificate of incorporation Incorporation of the Company shall be amended in the Merger to read in its entirety as set forth on Exhibit A hereto and as so amended, 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 (Elite Information Group Inc), Agreement and Plan of Merger (Elite Information Group Inc), Agreement and Plan of Merger (Elite Information Group Inc)
Certificate of Incorporation and By-Laws. (a) At The certificate of incorporation and by-laws of the Surviving Corporation shall be amended and restated, effective as of the Effective Time, to be identical to the certificate of incorporation and by-laws of the Company shall be the certificate of incorporation of the Surviving Corporation Sub until thereafter changed or amended as provided therein or by applicable Lawlaw.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Symantec Corp), Agreement and Plan of Merger (Quarterdeck Corp), Agreement and Plan of Merger (Quarterdeck Corp)
Certificate of Incorporation and By-Laws. (a) At the Effective Time, the certificate Certificate of incorporation Incorporation of the Company Company, as amended, shall be amended in its entirety to read as set forth on Exhibit A hereto, and as so amended shall be the certificate of incorporation of the Surviving Corporation Corporation, until thereafter changed or amended as provided therein or and by applicable Law, and the By-laws of Purchaser in effect immediately prior to the Effective Time shall be the By-laws of the Surviving Corporation, until thereafter amended as provided therein and by applicable Law.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Pec Solutions Inc), Agreement and Plan of Merger (Nortel Networks LTD), Agreement and Plan of Merger (Nortel Networks Inc.)
Certificate of Incorporation and By-Laws. (a) At the Effective Time, the certificate The Restated Certificate of incorporation Incorporation of the Company (the “Company Certificate”) shall be amended at the Effective Time to be in the form of Exhibit A and, as so amended, such Company Certificate shall be the certificate Restated 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 (Closure Medical Corp), Agreement and Plan of Merger (Scios Inc), Agreement and Plan of Merger (Closure Medical Corp)
Certificate of Incorporation and By-Laws. (a) At The Certificate of Incorporation of the Surviving Corporation shall be amended at the Effective TimeTime without any further action on the part of Company or Sub to read in the form of Exhibit A and, the certificate 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 2 contracts
Samples: Agreement and Plan of Merger (Absolut Spirits CO INC), Agreement and Plan of Merger (Cruzan International, 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 be in the form of Exhibit A and, the certificate 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 Lawlaw.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Heartport Inc), Agreement and Plan of Merger (Johnson & Johnson)
Certificate of Incorporation and By-Laws. (a) At the Effective Time, the certificate of incorporation of the Company shall be the The certificate of incorporation of the Surviving Corporation until thereafter changed or shall be amended as provided therein or by applicable Lawat the Effective Time to read in the form of Exhibit A (subject to Section 6.05).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Championship Auto Racing Teams Inc), Agreement and Plan of Merger (Championship Auto Racing Teams 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 amended at the Effective Time as set forth in Exhibit B, 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 Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Diatide Inc), Agreement and Plan of Merger (Schering Berlin 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 be in the form of Exhibit A hereto and, the certificate 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 Lawlaw.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Collateral Therapeutics Inc), Agreement and Plan of Merger (Collateral Therapeutics 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 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 (Crossworlds Software Inc), Agreement and Plan of Merger (International Business Machines Corp)
Certificate of Incorporation and By-Laws. (a) At The Amended and Restated Certificate of Incorporation of Provident, as in effect immediately prior to the Effective Time, the certificate of incorporation shall be amended as of the Company Effective Time so as to read in its entirety in the form set forth as Exhibit A-1 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: Merger Agreement (Provident Companies Inc /De/), Merger Agreement (Unum Corp)
Certificate of Incorporation and By-Laws. (a) At the Effective Time, the certificate The Certificate of incorporation Incorporation (as amended) of the Company (the “Company Certificate”) shall be amended at the Effective Time and, as so amended, such Company Certificate shall be the certificate Restated 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: Merger Agreement (CDC Software CORP), Merger Agreement (CDC Corp)
Certificate of Incorporation and By-Laws. (a) At the Effective Time, the certificate The Certificate of incorporation Incorporation (as amended) of the Company (the "Company Certificate") shall be amended at the Effective Time to be in the form of Exhibit A and, as so amended, such Company Certificate shall be the certificate Restated 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 (Overseas Shipholding Group Inc), Agreement and Plan of Merger (Maritrans Inc /De/)
Certificate of Incorporation and By-Laws. (a) At the Effective Time, the certificate The Certificate of incorporation Incorporation (as amended) of the Company (the “Company Certificate”) shall be amended at the Effective Time to be in the form attached to of Exhibit B and, as so amended, such Company Certificate shall be the certificate Restated 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: Merger Agreement (CDC Software CORP), Merger Agreement (CDC Corp)
Certificate of Incorporation and By-Laws. (a) At the Effective Time, the The certificate of incorporation of the Company shall be amended at the Effective Time to read as set forth on Exhibit A hereto, and as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Jones Apparel Group Inc), Agreement and Plan of Merger (Barneys New York 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 until thereafter changed or immediately following the Effective Time shall be amended and restated in its entirety to be in the form attached hereto as provided therein or by applicable Law.Exhibit B.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lionbridge Technologies Inc /De/), Agreement and Plan of Merger (Bowne & Co Inc)
Certificate of Incorporation and By-Laws. (a) At the Effective Time, the certificate Certificate of incorporation of the Company shall be the certificate of incorporation Incorporation of the Surviving Corporation shall be amended and restated as set forth in Exhibit B and, as so amended and restated, such certificate of incorporation shall be the Certificate of Incorporation of the Surviving Corporation, until thereafter changed or amended as provided therein or permitted by applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (AveXis, Inc.), Agreement and Plan of Merger (Sapient Corp)
Certificate of Incorporation and By-Laws. (a) At the Effective Time, the certificate The Amended and Restated Certificate of incorporation Incorporation (as amended) of the Company (the “Company Certificate”) shall be amended at the Effective Time to be in the form of Exhibit A and, as so amended, such Company Certificate shall be the certificate Restated 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 (Serologicals Corp), Agreement and Plan of Merger (Millipore Corp /Ma)
Certificate of Incorporation and By-Laws. (a) At the Effective Time, the certificate Certificate of incorporation Incorporation of the Company Surviving Corporation shall be amended in the Merger to read in the form attached as Exhibit A hereto, and as so amended shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein by law or such Certificate of Incorporation. The By-laws of NPCM, as in effect immediately prior to the Effective Time, shall be the By-laws of the Surviving Corporation until thereafter amended as provided by applicable Lawlaw, the Certificate of Incorporation of the Surviving Corporation or such By-laws.
Appears in 1 contract
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 and, the certificate 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 Lawlaw.
Appears in 1 contract
Certificate of Incorporation and By-Laws. (a) At the Effective Time, the The certificate of incorporation of the Company Surviving Corporation shall be amended at the Effective Time to be in the form of Exhibit B 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 Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (NextWave Wireless Inc.)
Certificate of Incorporation and By-Laws. (a) At The Certificate of Incorporation of the Surviving Corporation shall be amended and restated in its entirety at the Effective TimeTime to read in the form of Exhibit B, the certificate and, as so amended and restated, 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 1 contract
Certificate of Incorporation and By-Laws. (a) At the Effective Time, the The certificate of incorporation of the Company Surviving Corporation shall be amended at the Effective Time to read in the form of EXHIBIT B 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 Law.
Appears in 1 contract
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 1 contract
Certificate of Incorporation and By-Laws. (a) At The ----------------------------------------- Certificate of Incorporation of the Surviving Corporation shall be amended at the Effective TimeTime to be in the form of Exhibit A and, the certificate 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 Lawlaw.
Appears in 1 contract
Certificate of Incorporation and By-Laws. (a) At The Certificate of Incorporation of the Surviving Corporation shall be amended and restated at the Effective Time, Time to be the same as the certificate of incorporation of the Merger Sub, except that the corporate name of the Company shall remain the corporate name of the Surviving Corporation, and, 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 Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Imperial Industries Inc)
Certificate of Incorporation and By-Laws. (a) At the Effective Time, the certificate of incorporation of the Company Surviving Corporation shall be amended and restated as set forth in Exhibit A and, as so amended and restated, such certificate of incorporation shall be the certificate of incorporation of the Surviving Corporation Corporation, until thereafter changed or amended as provided therein or permitted by applicable Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Global Blood Therapeutics, Inc.)
Certificate of Incorporation and By-Laws. (a) At The Certificate of Incorporation of the Company, as heretofore amended (the “Company Certificate”), shall be amended at the Effective TimeTime to read in the form of Exhibit B hereto and, as so amended, the certificate of incorporation of the Company Certificate shall 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
Certificate of Incorporation and By-Laws. (a) At the Effective Time, the certificate Certificate of incorporation Incorporation of the Company Surviving Corporation shall be amended and restated to read in its entirety 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 in accordance with its terms and the terms hereof and as provided therein or by applicable Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (HUGHES Telematics, Inc.)
Certificate of Incorporation and By-Laws. (a) At the Effective Time, the certificate The Certificate of incorporation Incorporation of the Company shall be amended at the certificate Effective Time so as to read in its entirety as specified in Exhibit A and as so amended shall be the Certificate of incorporation Incorporation of the Surviving Corporation Corporation, until thereafter changed or further 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 (King World Productions Inc)
Certificate of Incorporation and By-Laws. (a) At the Effective Time, the certificate The Certificate of incorporation Incorporation (as amended) of the Company (the “Company Certificate”) shall be amended at the Effective Time to be in the form of Exhibit B and, as so amended, such Company Certificate shall be the certificate Restated 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: Merger Agreement (CDC Corp)
Certificate of Incorporation and By-Laws. (a) At The Certificate of Incorporation of the Surviving Corporation shall be amended at the Effective Time, Time to be the same as the certificate of incorporation of the Sub, except that the corporate name of the Company shall remain the corporate name of the Surviving Corporation, 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 Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cambridge Display Technology, Inc.)
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 Certificate of incorporation of the Company shall be the certificate of incorporation Incorporation of the Surviving Corporation until thereafter changed or shall be amended in its entirety to read as provided therein or by applicable Lawthe Certificate of Incorporation of Merger Sub, as in effect immediately prior to the Effective Time.
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 shall be amended at the certificate Effective Time to read in the form of incorporation Exhibit A, 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 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 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 Surviving Corporation shall be amended at or prior to the Effective Time to be in the form of Exhibit C 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 Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (NextWave Wireless LLC)
Certificate of Incorporation and By-Laws. (a) At the Effective Time, the The certificate of incorporation of the Company shall be amended at the Effective Time to read as set forth on Exhibit B hereto, and as so amended, shall 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 (CFC International 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 shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.law and such Certificate of Incorporation; provided, however, that, at the Effective Time, Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to read as follows: "The name of the corporation is "NewPower Holdings, Inc."
Appears in 1 contract
Samples: Agreement and Plan of Merger (Newpower Holdings 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 1 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 1 contract
Samples: Agreement and Plan of Merger (Infonet Services Corp)
Certificate of Incorporation and By-Laws. (a) At The Restated Certificate of Incorporation of the Company, as amended (the “Company Certificate”), shall be amended at the Effective TimeTime to be in the form of Exhibit B and, the certificate of incorporation of the Company as so amended, shall 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
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 The certificate of incorporation of the Company Surviving Corporation shall be amended at or prior to the Effective Time to be in the form of Exhibit B 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 Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (NextWave Wireless Inc.)
