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 Law. (b) The By-laws of Merger Sub as in effect immediately before the Effective Time shall be the By-laws of the Surviving Corporation until thereafter changed or amended as provided therein or by Law.
Appears in 6 contracts
Samples: Merger Agreement (Wesco International Inc), Merger Agreement (Wesco International Inc), Merger Agreement (Anixter International Inc)
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 in the form of Exhibit A, and, as so amended, such Certificate of Incorporation 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.
(b) The Byby-laws of Merger Sub Sub, as in effect immediately before prior to the Effective Time Time, shall be the Byby-laws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.
Appears in 6 contracts
Samples: Merger Agreement (Ruby Merger Corp.), Merger Agreement (Ruby Merger Corp.), Merger Agreement (Retek Inc)
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 Lawapplicable law.
(b) The By-laws of Merger Sub as in effect immediately before prior to the Effective Time shall be the By-laws of the Surviving Corporation until thereafter changed or amended as provided therein or by Lawapplicable law.
Appears in 4 contracts
Samples: Merger Agreement (American Water Works Company, Inc.), Merger Agreement, Merger Agreement (American Water Works Co 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, 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) The By-laws of Merger Acquisition Sub as in effect immediately before prior to the Effective Time and as heretofore provided to the Company shall be the By-laws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.
Appears in 4 contracts
Samples: Merger Agreement (Metaldyne Corp), 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 shall be amended at the Effective Time to read in the form of Exhibit A, andCompany, as so amendedamended to the date of this Agreement, such Certificate of Incorporation shall be the Certificate of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by Lawapplicable law.
(b) The By-laws of Merger Sub as in effect immediately before prior to the Effective Time shall be the By-laws of the Surviving Corporation until thereafter changed or amended as provided therein or by Lawapplicable law.
Appears in 4 contracts
Samples: Merger Agreement (Ual Corp /De/), Merger Agreement (Us Airways Inc), Merger Agreement (Ual Corp /De/)
Certificate of Incorporation and By-Laws. (a) The Amended and Restated Certificate of Incorporation of the Surviving Corporation shall be amended at Company, as in effect immediately prior to the Effective Time to read in of the form of Exhibit AMerger, 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 Lawapplicable law.
(b) The By-laws of Merger Sub the Company as in effect immediately before prior to the Effective Time of the Merger shall be the By-laws of the Surviving Corporation until thereafter changed or amended as provided therein or by Lawapplicable law.
Appears in 4 contracts
Samples: Merger Agreement (Santa Fe Pacific Gold Corp), Merger Agreement (Homestake Mining Co /De/), Merger Agreement (Newmont Mining Corp)
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 Lawapplicable law.
(b) The By-laws of Merger Sub as in effect immediately before the Effective Time shall be the By-laws of the Surviving Corporation until thereafter changed or amended as provided therein or by Law.
Appears in 3 contracts
Samples: Merger Agreement (Quarterdeck Corp), Merger Agreement (Quarterdeck Corp), Merger Agreement (Symantec 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.
(b) The , and the By-laws of Merger Sub as Purchaser in effect immediately before prior to the Effective Time shall be the By-laws of the Surviving Corporation Corporation, until thereafter changed or amended as provided therein or and by applicable Law.
Appears in 3 contracts
Samples: Merger Agreement (Nortel Networks Inc.), Merger Agreement (Nortel Networks LTD), Merger Agreement (Pec Solutions 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 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 Lawapplicable law.
(b) The By-laws of Merger Sub Sub, as in effect immediately before prior to the Effective Time Time, shall be the By-laws of the Surviving Corporation until thereafter changed or amended as provided therein or by Lawapplicable law.
Appears in 3 contracts
Samples: Merger Agreement (Scios Inc), Merger Agreement (Closure Medical Corp), Merger Agreement (Closure Medical Corp)
Certificate of Incorporation and By-Laws. (a) The Certificate of Incorporation of the Surviving Corporation shall be amended at Acquisition Sub in effect immediately prior to 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 amended in accordance with applicable law; provided that the name of the Surviving Corporation as set -------- forth in its Certificate of Incorporation shall be changed or amended at the Effective Time to reflect RELTEC CORPORATION as provided therein or by Lawthe name of the Surviving Corporation.
(b) The By-laws Laws of Merger Acquisition Sub as in effect immediately before at the Effective Time shall be the By-laws Laws of the Surviving Corporation until thereafter changed or amended as provided therein or by Lawin accordance with applicable law.
Appears in 3 contracts
Samples: Merger Agreement (Gec Acquisition Corp), Merger Agreement (Gec Acquisition Corp), Merger Agreement (Reltec 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 Lawapplicable law.
(b) The By-laws of Merger Sub the Company as in effect immediately before prior to the Effective Time Time, shall be the By-laws of the Surviving Corporation until thereafter changed or amended as provided therein or by Lawapplicable law.
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 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 Lawapplicable law.
(b) The By-laws of Merger Sub Sub, as in effect immediately before prior to the Effective Time Time, shall be the By-laws of the Surviving Corporation until thereafter changed or amended as provided therein or by Lawapplicable law.
Appears in 2 contracts
Samples: Merger Agreement (Johnson & Johnson), Merger Agreement (Heartport 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 Lawapplicable law.
(b) The By-laws of Merger Sub Sub, as in effect immediately before prior to the Effective Time Time, shall be the By-laws of the Surviving Corporation until thereafter changed or amended as provided therein or by Lawapplicable law.
Appears in 2 contracts
Samples: Merger Agreement (Collateral Therapeutics Inc), Merger Agreement (Collateral Therapeutics 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, 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.
(b) The By-laws bylaws of Merger Sub Sub, as in effect immediately before prior to the Effective Time Time, shall be the By-laws bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (NextWave Wireless LLC), Agreement and Plan of Merger (Universal American Financial Corp)
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 LawA (subject to Section 6.05).
(b) The Byby-laws of Merger Sub as in effect immediately before prior to the Effective Time shall be the Byby-laws of the Surviving Corporation until thereafter changed or amended as provided therein (subject to Section 6.05) or by applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (Championship Auto Racing Teams Inc), Merger Agreement (Championship Auto Racing Teams Inc)
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 Law.B.
(b) The By-laws of Merger Sub as in effect the Surviving Corporation immediately before following the Effective Time shall be the same as the By-laws of the Surviving Corporation until thereafter Transitory Subsidiary immediately prior to the Effective Time, except that the name of the corporation set forth therein shall be changed or amended as provided therein or by Lawto the name of BGS.
Appears in 2 contracts
Samples: Merger Agreement (Lionbridge Technologies Inc /De/), Merger Agreement (Bowne & Co 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.
(b) The By-laws of Merger Sub Sub, as in effect immediately before prior to the Effective Time Time, shall be the By-laws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (Jones Apparel Group Inc), Merger Agreement (Barneys New York Inc)
Certificate of Incorporation and By-Laws. (a) The Certificate certificate of Incorporation incorporation of the Surviving Corporation shall be amended at Company, as in effect immediately prior to the Effective Time to read in the form of Exhibit ATime, 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.; provided, however, that such certificate of incorporation shall be amended to be in the form attached hereto as Exhibit B.
(b) The Byby-laws of Merger Sub as in effect immediately before prior to the Effective Time shall be the Byby-laws of the Surviving Corporation until thereafter changed or amended as provided therein or by Applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (Click Commerce Inc), Merger Agreement (Illinois Tool Works Inc)
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 Lawin accordance with the terms thereof and with applicable law.
(b) The By-laws Laws of Merger Sub as in effect immediately before at the Effective Time Time, shall be the By-laws Laws of the Surviving Corporation until thereafter changed or amended as provided therein or by Lawin accordance with the terms thereof and with applicable law.
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.
(b) The By-laws bylaws of Merger Sub the Company, as in effect immediately before prior to the Effective Time Time, shall be the By-laws bylaws 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 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.
(b) The By-laws of Merger Sub as in effect immediately before prior to the Effective Time shall be shall, upon the Effective Time, become the By-laws 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 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 by Law.
(b) such Certificate of Incorporation. The By-laws of Merger Sub NPCM, as in effect immediately before prior to the Effective Time Time, shall be the By-laws of the Surviving Corporation until thereafter changed or amended as provided therein by law, the Certificate of Incorporation of the Surviving Corporation or by Lawsuch By-laws.
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 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 Lawapplicable law.
(b) The By-laws of Merger Delaware Sub as in effect immediately before prior to the Effective Time shall be the By-laws of the Surviving Corporation until thereafter changed or amended as provided therein or by Lawapplicable law.
Appears in 1 contract
Samples: Merger Agreement (Bestfoods)
Certificate of Incorporation and By-Laws. (a) The Certificate certificate of Incorporation incorporation of the 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 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 LawCorporation.
(b) The Byby-laws of Merger Sub Sub, as in effect immediately before prior to the Effective Time Time, shall be the Byby-laws of the Surviving Corporation until thereafter changed or amended Corporation, except as provided therein or by Law.to the name of the Surviving Corporation, which shall be CF Industries, Inc.
Appears in 1 contract
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.
(b) The By-laws of Merger Sub Sub, as in effect immediately before prior to the Effective Time Time, shall be the By-laws 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 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.
(b) The By-laws of Merger Sub as in effect immediately before prior to the Effective Time shall be the By-laws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.
Appears in 1 contract
Samples: Merger Agreement (Accelrys, 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 Lawapplicable law.
(b) The By-laws of Merger Sub Sub, as in effect immediately before prior to the Effective Time Time, shall be the By-laws of the Surviving Corporation until thereafter changed or amended as provided therein or by Lawapplicable law.
Appears in 1 contract
Samples: Merger Agreement (Alza Corp)
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 Lawapplicable law.
(b) The By-laws of Merger Sub as in effect immediately before prior to the Effective Time shall be the By-laws of the Surviving Corporation until thereafter changed or amended as provided therein or by Lawapplicable law.
Appears in 1 contract
Samples: Merger Agreement (Bacou Usa 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.
(b) The By-laws bylaws of Merger Sub Sub, as in effect immediately before prior to the Effective Time Time, shall be the By-laws bylaws 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 At the Effective Time, the Certificate of Incorporation of the Surviving Corporation shall be amended at the Effective Time in its entirety to read in the form of Exhibit A, and, as so amended, such Certificate of Incorporation shall be the Certificate of Incorporation of Merger Sub, as in effect immediately prior to the Surviving Corporation until thereafter changed or amended as provided therein or by LawEffective Time.
(b) The By-laws Bylaws of the Surviving Corporation shall be amended in their entirety to read as the Bylaws of Merger Sub Sub, as in effect immediately before prior to the Effective Time shall be the By-laws of the Surviving Corporation until thereafter changed or amended as provided therein or by LawTime.
Appears in 1 contract
Samples: Merger Agreement (Summa Industries/)
Certificate of Incorporation and By-Laws. (a) The Amended and Restated Certificate of Incorporation of the Surviving Corporation shall be amended at Company, as in effect immediately prior to the Effective Time to read in of the form of Exhibit AMerger, 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 Lawapplicable law.
(b) The Corrected By-laws of Merger Sub the Company as in effect immediately before prior to the Effective Time of the Merger shall be the By-laws of the Surviving Corporation until thereafter changed or amended as provided therein or by Lawapplicable law.
Appears in 1 contract
Samples: Merger Agreement (Allwaste Inc)
