Certificate of Incorporation and By-Laws. The Certificate of Incorporation and By-Laws of Merger Sub, in each case as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation and By-Laws of the Surviving Corporation until thereafter changed as provided therein or by applicable law.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Antigenics Inc /De/), Agreement and Plan of Merger (Genzyme Corp), Agreement and Plan of Merger (Antigenics Inc /De/)
Certificate of Incorporation and By-Laws. (a) The Certificate certificate of Incorporation and By-Laws incorporation of Merger Subthe Company, in each case as in effect immediately prior to the Effective Time, shall be the Certificate certificate of Incorporation and By-Laws 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 (Whirlpool Corp /De/), Agreement and Plan of Merger (Whirlpool Corp /De/), Agreement and Plan of Merger (Whirlpool Corp /De/)
Certificate of Incorporation and By-Laws. (a) The Certificate certificate of Incorporation and By-Laws incorporation of Merger Sub, in each case the Company as in effect immediately prior to the Effective Time, Time shall be the Certificate certificate of Incorporation and By-Laws 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 (Capstar Broadcasting Corp), Agreement and Plan of Merger (Northbay Financial Corp), Agreement and Plan of Merger (Triathlon Broadcasting Co)
Certificate of Incorporation and By-Laws. The From and after Effectiveness and until thereafter amended as provided by law, the Certificate of Incorporation and the By-Laws of Merger Sub, in each case Subsidiary as in effect immediately prior to the Effective Time, Effectiveness shall be and continue to be the Certificate of Incorporation and By-Laws of the Surviving Corporation until thereafter changed as provided therein or by applicable lawCorporation.
Appears in 3 contracts
Samples: Agreement of Merger (Redwood Broadcasting Inc), Agreement of Merger (Regent Communications Inc), Agreement of Merger (Regent Communications Inc)
Certificate of Incorporation and By-Laws. (a) The Certificate of Incorporation and By-Laws of Merger Subthe Company, in each case as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation and By-Laws 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 (International Business Machines Corp), Agreement and Plan of Merger (Mainspring Inc), Agreement and Plan of Merger (Rexam Acquisition Subsidiary Inc)
Certificate of Incorporation and By-Laws. (i) The Certificate certificate of Incorporation and By-Laws incorporation of Merger Subthe Company (the "Company Charter"), in each case as in effect immediately prior to the Effective Time, shall be the Certificate certificate of Incorporation and By-Laws incorporation of the Surviving Corporation Company until thereafter changed or amended as provided therein or by under applicable law.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Fidelity National Information Services, Inc.), Agreement and Plan of Merger (Fidelity National Financial Inc /De/), Agreement and Plan of Merger (Fidelity National Financial Inc /De/)
Certificate of Incorporation and By-Laws. (a) The Certificate certificate of Incorporation and By-Laws incorporation of Merger Subthe Company, in each case as in effect immediately prior to the Effective Time, shall be the Certificate certificate of Incorporation and By-Laws incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law.
Appears in 3 contracts
Samples: Conformed Copy (Zurich Insurance Co), Agreement and Plan of Merger (Del Laboratories Inc), Conformed Copy (Zurich Reinsurance Centre Holdings Inc)
Certificate of Incorporation and By-Laws. (a) The Certificate certificate of Incorporation and By-Laws incorporation of Merger Subthe Company, in each case as in effect immediately prior to the Effective Time, shall be the Certificate certificate of Incorporation and By-Laws incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable lawApplicable 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) The Certificate certificate of Incorporation and By-Laws incorporation of Merger Subthe Company, in each case as in effect immediately prior to the Effective Time, shall be the Certificate certificate of Incorporation and By-Laws incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law.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) The Restated Certificate of Incorporation and By-Laws of Merger Subthe Company, in each case as in effect immediately prior to the Effective Time, shall be the Certificate certificate of Incorporation and By-Laws 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 (Bethlehem Steel Corp /De/), Agreement and Plan of Merger (Lukens Inc)
Certificate of Incorporation and By-Laws. (a) The Certificate of Incorporation and By-Laws of Merger SubCompany Charter, in each case as in effect immediately prior to the Effective Time, shall be the Certificate certificate of Incorporation and By-Laws 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 (Oshkosh B Gosh Inc), Agreement and Plan of Merger (Carters Inc)
Certificate of Incorporation and By-Laws. (a) The Second Amended and Restated Certificate of Incorporation and By-Laws of Merger Subthe Company (the "Certificate of Incorporation"), in each case as in effect immediately prior to the Effective Time, shall be the Certificate certificate of Incorporation and By-Laws 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 (Chase Venture Capital Associates L P), Agreement and Plan of Merger (Johnson & Johnson)
Certificate of Incorporation and By-Laws. The Certificate of Incorporation and By-Laws of Merger Sub, in each case as in effect immediately prior to (a) At the Effective Time, the certificate of incorporation of the Company shall be the Certificate certificate of Incorporation and By-Laws incorporation of the Surviving Corporation Corporation, until thereafter changed as provided therein or by amended 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. The Certificate certificate of Incorporation incorporation and Byby-Laws laws of Merger Sub, in each case as the Company in effect immediately prior to the Effective Time, Time shall be the Certificate certificate of Incorporation incorporation and Byby-Laws laws of the Surviving Corporation as of the Effective Time, until thereafter changed as provided therein or by duly amended in accordance with applicable law; provided that the provisions relating to the indemnification of directors, officers, employees and agents of the Company, its Subsidiaries and other entities as described in Section 6.6(a) shall be included in such certificate of incorporation and by-laws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Atrium Companies Inc), Agreement and Plan of Merger (Atrium Companies Inc)
Certificate of Incorporation and By-Laws. (a) The Certificate of Incorporation and By-Laws of Merger SubErisco, in each case as in effect immediately prior to the Effective Time, shall be the Certificate certificate of Incorporation and By-Laws incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law.
Appears in 2 contracts
Samples: Merger Agreement (Trizetto Group Inc), Merger Agreement (Ims Health Inc)
Certificate of Incorporation and By-Laws. (a) The Certificate of Incorporation and By-Laws of Merger Sub, in each case the Company as in effect immediately prior to the Effective TimeTime shall be amended in its entirety as provided in Annex G attached hereto and incorporated herein by reference, and, as so amended, shall be the Certificate of Incorporation and By-Laws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable lawApplicable Laws.
Appears in 2 contracts
Samples: Acquisition Agreement (Alloy Inc), Acquisition Agreement (Alloy Inc)
Certificate of Incorporation and By-Laws. (a) The Certificate of Incorporation and By-Laws of Merger Subthe Company (the "Certificate of Incorporation"), in each case as in effect immediately prior to the Effective Time, shall be the Certificate certificate of Incorporation and By-Laws incorporation of the Surviving Corporation Corporation, until thereafter changed or amended as provided therein or by applicable law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Blanch E W Holdings Inc)
Certificate of Incorporation and By-Laws. The Certificate certificate of Incorporation incorporation and Byby-Laws laws of Merger Subthe corporation that continues in existence, in each case as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation and By-Laws those 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 (Ag-Chem Equipment Co Inc)
Certificate of Incorporation and By-Laws. (a) The Certificate of Incorporation and By-Laws of Merger Sub, in each case as the Company in effect immediately prior to the Effective Time, Time shall be the Second Amended and Restated Certificate of Incorporation and By-Laws of the Surviving Corporation until thereafter changed amended in accordance with the provisions of the GCL, except that at the Effective Time the Second Amended and Restated Certificate of Incorporation of the Company shall be amended and restated as provided therein or by applicable lawin the form of Certificate of Merger attached hereto as EXHIBIT 1.02.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Midway Airlines Corp)
Certificate of Incorporation and By-Laws. (a) The Certificate certificate of Incorporation and By-Laws incorporation of Merger Sub, in each case Sub as in effect immediately prior to the Effective Time, Time shall be the Certificate certificate of Incorporation and By-Laws incorporation of the Surviving Corporation (except that such certificate of incorporation shall be amended at the Effective Time to provide that the name of the Surviving Corporation shall be "HACH COMPANY"), until thereafter changed or amended as provided therein or by applicable law.
Appears in 1 contract
Certificate of Incorporation and By-Laws. (a) The Restated Certificate of Incorporation and By-Laws of Merger Subthe Company, in each case as in effect immediately prior to the Effective Time, shall be the Restated Certificate of Incorporation and By-Laws 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 (Axa)
Certificate of Incorporation and By-Laws. (a) The Certificate of Incorporation and By-Laws of Merger Sub, in each case the Company as in effect immediately prior to the Effective Time, Time shall be the Certificate of Incorporation and By-Laws of the Surviving Corporation until thereafter changed 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. The Certificate of Incorporation and By-Laws of Merger Sub, in each case as in effect immediately prior to (a) At the Effective Time, the certificate of incorporation of the Company shall be become the Certificate certificate of Incorporation and By-Laws incorporation of the Surviving Corporation until thereafter changed or amended (subject to Section 6.08(a)) as provided therein or by applicable lawLaw.
Appears in 1 contract
Samples: Agreement and Plan of Merger (TMS International Corp.)
Certificate of Incorporation and By-Laws. (a) The Certificate of Incorporation and By-Laws of Merger Sub, in each case the Surviving Corporation immediately following the Effective Time shall be the same as in effect the Certificate of Incorporation of the Company immediately prior to the Effective Time, except that the Company's Certificate of Incorporation shall be amended as set forth in the Certificate of Incorporation and By-Laws of the Surviving Corporation until thereafter changed as provided therein or by applicable lawMerger.
Appears in 1 contract
Certificate of Incorporation and By-Laws. (a) The Certificate certificate of Incorporation and By-Laws incorporation of Merger Subthe Company, in each case 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 certificate of Incorporation and By-Laws incorporation of the Surviving Corporation until thereafter changed 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. The Certificate certificate of Incorporation and By-Laws incorporation of Merger Sub, in each case as the Company in effect immediately prior to at the Effective Time, Time shall be the Certificate certificate of Incorporation and By-Laws incorporation of the Surviving Corporation until thereafter changed as provided therein or by amended in accordance with applicable lawLaw. 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) The Certificate certificate of Incorporation and By-Laws incorporation of Merger Sub, in each case the Company as in effect immediately prior to the Effective Time, Closing Date shall be the Certificate certificate of Incorporation and By-Laws 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 certificate of Incorporation and By-Laws incorporation of Merger Subthe Company, in each case as in effect immediately prior to the Effective Time, shall be amended at the Certificate Effective Time to read in the form of Incorporation and By-Laws Exhibit 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 1 contract
Certificate of Incorporation and By-Laws. (a) The Certificate certificate of Incorporation and By-Laws incorporation of Merger Sub, in each case as Acquisition in effect immediately prior to the Effective Time, Time shall be the Certificate certificate of Incorporation and By-Laws incorporation of the Surviving Corporation until thereafter changed as provided therein or by amended in accordance with applicable law.
Appears in 1 contract
Certificate of Incorporation and By-Laws. (a) The Certificate of Incorporation and By-Laws of Merger Subthe Company, in each case as in effect immediately prior to the Effective Time, shall be the Certificate certificate of Incorporation and By-Laws incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law.
Appears in 1 contract
