Certificate of Incorporation and By-Laws. (a) The Certificate of Incorporation of the Surviving Corporation shall be amended at the Effective Time to read in the form of 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 Law.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Metaldyne Corp), And Restated Agreement and Plan of Merger (Masco Corp /De/), Agreement and Plan of Merger (Metaldyne Corp)
Certificate of Incorporation and By-Laws. (a) The Restated Certificate of Incorporation of the Surviving Corporation Company shall be amended at the Effective Time to read in the form of Exhibit A, 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) The Restated Certificate of Incorporation of the Surviving Corporation Company (the “Company Certificate”) shall be amended at the Effective Time to read be in the form of Exhibit A, A and, as so amended, such Company 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 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) The Certificate of Incorporation of the Surviving Corporation shall be amended at At the Effective Time to read in the form of Exhibit ATime, and, as so amended, such Certificate of Incorporation shall be the Certificate of Incorporation of the 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) The Certificate certificate of Incorporation incorporation and by-laws of the Surviving Corporation shall be amended at and restated, effective as of the Effective Time Time, to read in be identical to the form certificate of Exhibit A, and, as so amended, such Certificate incorporation and by-laws of Incorporation 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 (Quarterdeck Corp), Agreement and Plan of Merger (Quarterdeck Corp), Agreement and Plan of Merger (Symantec Corp)
Certificate of Incorporation and By-Laws. (a) The Certificate At the Effective Time, the certificate of Incorporation incorporation of the Surviving Corporation shall be amended at the Effective Time to read as set forth in Exhibit A hereto until further amended in accordance with the form of 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 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) The Restated Certificate of Incorporation of the Surviving Corporation Company (the “Company Certificate”) shall be amended at the Effective Time to read so that it is in substantially the form of as set forth on Exhibit A, A hereto (with such changes or modifications as the Company and Parent may agree) and, as so amended, such Company Certificate of Incorporation shall be the Certificate certificate of Incorporation 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 (Cardinal Health Inc), Agreement and Plan of Merger (Viasys Healthcare Inc), Agreement and Plan of Merger (Cardinal Health Inc)
Certificate of Incorporation and By-Laws. (a) The Certificate of Incorporation of the Surviving Corporation Company shall be amended at in the Effective Time Merger to read in the form of its entirety as set forth on Exhibit A, and, 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 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) The Amended and Restated Certificate of Incorporation of Provident, as in effect immediately prior to the Surviving Corporation Effective Time, shall be amended at as of the Effective Time so as to read in its entirety in the form of set forth as Exhibit A, A-1 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: Merger Agreement (Provident Companies Inc /De/), Merger Agreement (Unum Corp)
Certificate of Incorporation and By-Laws. (a) The Certificate of Incorporation (as amended) of the Surviving Corporation Company (the “Company Certificate”) shall be amended at the Effective Time to read be in the form attached to of Exhibit A, B and, as so amended, such Company 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 2 contracts
Samples: Merger Agreement (CDC Software CORP), Merger Agreement (CDC Corp)
Certificate of Incorporation and By-Laws. (a) The Certificate of Incorporation of the Surviving Corporation shall be amended at the Effective Time without any further action on the part of Company or Sub to read in the form of Exhibit A, 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 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) The Certificate of Incorporation of the Surviving Corporation shall be amended at the Effective Time to read be in the form of Exhibit A, A 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 (Collateral Therapeutics Inc), Agreement and Plan of Merger (Collateral Therapeutics Inc)
Certificate of Incorporation and By-Laws. (a) The Certificate certificate of Incorporation incorporation of the Surviving Corporation shall be amended at the Effective Time to read in the form of 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 LawA (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) The Certificate of Incorporation of the Surviving Corporation shall be amended at the Effective Time to read be in the form of Exhibit A, 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 2 contracts
Samples: Agreement and Plan of Merger (Heartport Inc), Agreement and Plan of Merger (Johnson & Johnson)
Certificate of Incorporation and By-Laws. (a) The ----------------------------------------- Certificate of Incorporation of the Surviving Corporation Company as in effect immediately prior to the Effective Time shall be amended at the Effective Time to read as set forth in the form of Exhibit AB, 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 2 contracts
Samples: Agreement and Plan of Merger (Schering Berlin Inc), Agreement and Plan of Merger (Diatide Inc)
Certificate of Incorporation and By-Laws. (a) The Certificate certificate of Incorporation incorporation of the Surviving Corporation Company shall be amended at the Effective Time to read in the form of as set forth on Exhibit AA hereto, and, 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 (Jones Apparel Group Inc), Agreement and Plan of Merger (Barneys New York Inc)
Certificate of Incorporation and By-Laws. (a) The Restated Certificate of Incorporation of the Surviving Corporation Company (the “Company Certificate”) shall be amended at the Effective Time so as to read in the form of its entirety as set forth on Exhibit A, B hereto and, as so amended, such Company Certificate of Incorporation shall be the Certificate certificate of Incorporation incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or and by applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (McKesson Corp), Agreement and Plan of Merger (Per Se Technologies Inc)
Certificate of Incorporation and By-Laws. (a) The Amended and Restated Certificate of Incorporation (as amended) of the Surviving Corporation Company (the “Company Certificate”) shall be amended at the Effective Time to read be in the form of Exhibit A, A and, as so amended, such Company 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 2 contracts
Samples: Agreement and Plan of Merger (Millipore Corp /Ma), Agreement and Plan of Merger (Serologicals Corp)
Certificate of Incorporation and By-Laws. (a) The Certificate of Incorporation (as amended) of the Surviving Corporation Company (the "Company Certificate") shall be amended at the Effective Time to read be in the form of Exhibit A, A and, as so amended, such Company 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 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) The Certificate of Incorporation of the Surviving Corporation immediately following the Effective Time shall be amended at the Effective Time and restated in its entirety to read be in the form of attached hereto as 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 Law.B.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bowne & Co Inc), Agreement and Plan of Merger (Lionbridge Technologies Inc /De/)
Certificate of Incorporation and By-Laws. (a) The At the Effective Time, the Certificate of Incorporation of the Surviving Corporation shall be amended at the Effective Time to read and restated as set forth in the form of Exhibit A, B and, as so amendedamended and restated, such Certificate certificate of Incorporation 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 2 contracts
Samples: Agreement and Plan of Merger (AveXis, Inc.), Agreement and Plan of Merger (Sapient Corp)
Certificate of Incorporation and By-Laws. (a) The Certificate of Incorporation (as amended) of the Surviving Corporation Company (the “Company Certificate”) shall be amended at the Effective Time to read in the form of Exhibit A, and, as so amended, such Company 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 2 contracts
Samples: Merger Agreement (CDC Corp), Merger Agreement (CDC Software CORP)
Certificate of Incorporation and By-Laws. (a) The Certificate of Incorporation of the Surviving Corporation Company shall be amended at the Effective Time so as to read in the form of its entirety as specified in Exhibit A, and, A and as so amended, such Certificate of Incorporation amended shall be the Certificate of 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) The At the Effective Time, the Certificate of Incorporation of the Surviving Corporation shall be amended at the Effective Time and restated to read in the form of its entirety as set forth in Exhibit A, and, and as so amendedamended and restated, such Certificate of Incorporation shall be the Certificate certificate of Incorporation 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) The Certificate certificate of Incorporation incorporation of the Surviving Corporation shall be amended at the Effective Time to read in the form of Exhibit AEXHIBIT B hereto, and, as so amended, such Certificate certificate of Incorporation 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) The Certificate At the Effective Time, the certificate of Incorporation incorporation of the Surviving Corporation shall be amended at the Effective Time to read and restated as set forth in the form of Exhibit A, A and, as so amendedamended and restated, such Certificate certificate of Incorporation incorporation 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: Agreement and Plan of Merger (Global Blood Therapeutics, Inc.)
Certificate of Incorporation and By-Laws. (a) The Certificate of Incorporation of the Surviving Corporation shall be amended at the Effective Time to read in the form of Exhibit A, 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) The Certificate of Incorporation of the Surviving Corporation Company shall be amended at the Effective Time to read in the form of 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) The ----------------------------------------- Certificate of Incorporation of the Surviving Corporation shall be amended at the Effective Time to read be in the form of Exhibit A, 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) The Certificate certificate of Incorporation incorporation of the Surviving Corporation shall be amended at the Effective Time to read be in the form of Exhibit A, B and, as so amended, such Certificate certificate of Incorporation 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 (NextWave Wireless Inc.)
Certificate of Incorporation and By-Laws. (a) The Certificate certificate of Incorporation incorporation of the Surviving Corporation Company shall be amended at as of the Effective Time to read be in the form of Exhibit A, 1 and, as so amended, such Certificate certificate of Incorporation 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 (Infonet Services Corp)
Certificate of Incorporation and By-Laws. (a) The Certificate certificate of Incorporation incorporation of the Surviving Corporation shall be amended at or prior to the Effective Time to read be in the form of Exhibit A, C and, as so amended, such Certificate certificate of Incorporation 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 (NextWave Wireless LLC)
Certificate of Incorporation and By-Laws. (a) The Certificate of Incorporation of the Surviving Corporation shall be amended at the Effective Time to read in the form of 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 Law.
Appears in 1 contract
Certificate of Incorporation and By-Laws. (a) The Certificate of Incorporation of the Surviving Corporation Company, as heretofore amended (the “Company Certificate”), shall be amended at the Effective Time to read in the form of Exhibit A, B hereto and, as so amended, such the Company 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
Certificate of Incorporation and By-Laws. (a) The Certificate of Incorporation (as amended) of the Surviving Corporation Company (the “Company Certificate”) shall be amended at the Effective Time to read be in the form of Exhibit A, B and, as so amended, such Company 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 1 contract
Samples: Merger Agreement (CDC Corp)
Certificate of Incorporation and By-Laws. (a) The Restated Certificate of Incorporation of the Surviving Corporation Company, as amended (the “Company Certificate”), shall be amended at the Effective Time to read be in the form of Exhibit A, 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 1 contract
Certificate of Incorporation and By-Laws. (a) The Certificate of Incorporation of the Surviving Corporation shall be amended and restated at the Effective Time to read in be the form same as the certificate of Exhibit Aincorporation of the Merger Sub, except that the corporate name of the Company shall remain the corporate name of the Surviving Corporation, and, as so amendedamended 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 by applicable Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Imperial Industries Inc)
Certificate of Incorporation and By-Laws. (a) The Certificate of Incorporation of the Surviving Corporation shall be amended at the Effective Time to read in be the form same as the certificate of Exhibit Aincorporation 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 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 (Cambridge Display Technology, Inc.)
Certificate of Incorporation and By-Laws. (a) The At the Effective Time, the Certificate of Incorporation of the Surviving Corporation shall be amended at in the Effective Time Merger to read in the form of attached as Exhibit AA hereto, and, and as so amended, such Certificate of Incorporation amended shall be the Certificate of 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) The Certificate of Incorporation of the Surviving Corporation shall be amended and restated in its entirety at the Effective Time to read in the form of Exhibit AB, and, as so amendedamended 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 by applicable Law.
Appears in 1 contract
Certificate of Incorporation and By-Laws. (a) The Certificate of Incorporation of the Surviving Corporation Company, as in effect immediately prior to the Effective Time of the Merger, shall be amended at as of the Effective Time of the Merger to read in the form of Exhibit A, D 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 (Lazard Freres Real Estate Investors LLC)
Certificate of Incorporation and By-Laws. (a) The Certificate certificate of Incorporation incorporation of the Surviving Corporation Company shall be amended at the Effective Time to read in the form of as set forth on Exhibit AB hereto, and, 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 (CFC International Inc)
Certificate of Incorporation and By-Laws. (a) The Certificate certificate of Incorporation incorporation of the Surviving Corporation shall be amended at or prior to the Effective Time to read be in the form of Exhibit A, B and, as so amended, such Certificate certificate of Incorporation 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 (NextWave Wireless Inc.)
