Certificate of Incorporation and By-Laws. At the Effective Time, the Certificate of Incorporation and the By-Laws of the Company, in each case as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation and the By-Laws of the Surviving Corporation until thereafter amended as provided by law.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Brining David R), Agreement and Plan of Merger (Valley Forge Corp), Agreement and Plan of Merger (Valley Forge Corp)
Certificate of Incorporation and By-Laws. At the Effective Time, the Certificate The certificate of Incorporation incorporation and the Byby-Laws laws of the Company, in each case as Merger Sub in effect immediately prior to the Effective Time, Time shall be the Certificate certificate of Incorporation incorporation and the Byby-Laws laws of the Surviving Corporation as of the Effective Time, until thereafter amended as provided by in accordance with applicable law.
Appears in 4 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger, Agreement and Plan of Merger
Certificate of Incorporation and By-Laws. At the Effective Time, the The Certificate of Incorporation and the By-Laws of the Company, in each case as Merger Sub in effect immediately prior to the Effective Time, Time shall be the Certificate of Incorporation of the Surviving Corporation until amended in accordance with the terms thereof and with applicable law. The By-Laws of Merger Sub in effect immediately prior to the Effective Time shall be the By-Laws of the Surviving Corporation until thereafter amended as provided by in accordance with the terms thereof and with applicable law.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (NHP Inc), Agreement and Plan of Merger (Apartment Investment & Management Co), Agreement and Plan of Merger (Apartment Investment & Management Co)
Certificate of Incorporation and By-Laws. At the Effective TimeThe certificate of incorporation of Merger Sub, the Certificate of Incorporation and the By-Laws of the Company, in each case as in effect immediately prior to the Effective Time, shall will be the Certificate certificate of Incorporation and the By-Laws incorporation of the Interim Surviving Corporation until thereafter changed or amended as provided therein or by lawapplicable law (the “Certificate of Incorporation”). The by-laws of Merger Sub, as in effect immediately prior to the Effective Time, will be the by-laws of the Interim Surviving Corporation, until thereafter changed or amended as provided therein, by the certificate of incorporation or by applicable law (the “By-Laws”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (Alphasmart Inc), Agreement and Plan of Merger and Reorganization (Renaissance Learning Inc), Agreement and Plan of Merger and Reorganization (Renaissance Learning Inc)
Certificate of Incorporation and By-Laws. At the Effective Time, the The Certificate of Incorporation and the By-Laws Bylaws of the Company, in each case as Merger Sub in effect immediately prior to the Effective Time, Time shall be the Certificate of Incorporation and the By-Laws Bylaws of the Surviving Corporation Corporation, in each case until thereafter amended as provided by in accordance with applicable law.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (FNB Rochester Corp), Agreement and Plan of Reorganization (M&t Bank Corp)
Certificate of Incorporation and By-Laws. At the Effective Time(a) The certificate of incorporation of Merger Sub, the Certificate of Incorporation and the By-Laws of the Company, in each case as in effect immediately prior to the Effective Time, shall be the Certificate certificate of Incorporation and the By-Laws incorporation of the Surviving Corporation Entity until thereafter changed or amended as provided therein or by lawthe DGCL or applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Harrahs Entertainment Inc), Agreement and Plan of Merger (Caesars Entertainment Inc)
Certificate of Incorporation and By-Laws. At the Effective Time, the The Certificate of Incorporation and the By-Laws of the Company, in each case as Merger Sub in effect immediately prior to the Effective Time, Time shall be the Certificate of Incorporation and the By-Laws of the Surviving Corporation Corporation, until thereafter duly amended as provided by in accordance with applicable law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lockheed Martin Corp), Agreement and Plan of Merger (Northrop Grumman Corp)
Certificate of Incorporation and By-Laws. At the Effective TimeThe certificate of incorporation and by-laws of Merger Sub, the Certificate of Incorporation and the By-Laws of the Company, in each case as in effect immediately prior to the Effective Time, shall will be the Certificate certificate of Incorporation incorporation and the Byby-Laws laws of the Surviving Corporation at the Effective Time, until thereafter amended as provided by lawin accordance with Applicable Law.
Appears in 1 contract
Certificate of Incorporation and By-Laws. (a) At the Effective Time, the Certificate certificate of Incorporation and the By-Laws incorporation of the Company, Company will be amended and restated in each case its entirety to be identical to the certificate of incorporation of the Sub as in effect immediately prior to the Effective Time. Such certificate of incorporation, as so amended, shall be the Certificate certificate of Incorporation and the By-Laws incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by lawApplicable Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Fidelity National Financial, Inc.)
Certificate of Incorporation and By-Laws. At The Certificate of Incorporation and By-laws of Merger Sub, as in effect immediately before the Effective Time, the Certificate of Incorporation and the By-Laws of the Company, in each case as in effect immediately prior to the Effective Time, shall will be the Certificate of Incorporation and the By-Laws laws, respectively, of the Surviving Corporation (with such changes thereto as the parties may agree), until thereafter changed or amended as provided therein or by lawapplicable Law, except that Article I of the Certificate of Incorporation of the Surviving Corporation shall state "The name of the corporation is International Multifoods Corporation."
Appears in 1 contract
Certificate of Incorporation and By-Laws. At the Effective Time, the The Certificate of Incorporation and the By-Laws of the CompanyMerger Sub, in each case as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation and the By-Laws of the Surviving Corporation until thereafter amended as provided by law.Surviving
Appears in 1 contract
Samples: Agreement (Oravax Inc /De/)
Certificate of Incorporation and By-Laws. At the Effective Time, the Certificate The certificate of Incorporation incorporation and the By-Laws by laws of the Company, in each case as Merger Sub in effect immediately prior to the Effective Time, Time shall be the Certificate certificate of Incorporation incorporation and the By-Laws by laws of the Surviving Corporation as of the Effective Time, until thereafter duly amended as provided by in accordance with applicable law.
Appears in 1 contract
Certificate of Incorporation and By-Laws. At the Effective Time, the The Certificate of Incorporation and the By-Laws laws of the Company, in each case as Sub in effect immediately prior to the Effective Time, Time shall be the Certificate of Incorporation and the By-Laws laws of the Surviving Corporation Corporation, until thereafter amended as provided by in accordance with applicable law.
Appears in 1 contract
Certificate of Incorporation and By-Laws. At the Effective Time, the The Certificate of Incorporation and the By-Laws laws of the Company, in each case as Merger Sub in effect immediately prior to the Effective Time, Time shall be the Certificate of Incorporation and the By-Laws laws of the Surviving Corporation Corporation, until thereafter duly amended as provided by in accordance with applicable law.
Appears in 1 contract
Certificate of Incorporation and By-Laws. At the Effective Time(a) The certificate of incorporation of Merger Sub, the Certificate of Incorporation and the By-Laws of the Company, in each case as in effect immediately prior to the Effective Time, shall be the Certificate certificate of Incorporation and the By-Laws incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by lawapplicable Law.
Appears in 1 contract
Certificate of Incorporation and By-Laws. At the Effective Time, the The Certificate of ---------------------------------------- Incorporation and the By-Laws laws of the Company, in each case as Merger Sub in effect immediately prior to the Effective Time, Time shall be the Certificate of Incorporation and the By-Laws laws of the Surviving Corporation Corporation, until thereafter duly amended as provided by in accordance with applicable law.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Rf Power Products Inc)
Certificate of Incorporation and By-Laws. At the Effective Time, the Certificate The certificate of Incorporation incorporation and the Byby-Laws laws of the Company, in each case as Merger Sub in effect immediately prior to the Effective Time, Time shall be the Certificate certificate of Incorporation incorporation and the Byby-Laws laws of the Surviving Corporation as of the Effective Time, until thereafter duly amended as provided by lawin accordance with applicable Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Wesco Aircraft Holdings, Inc)
Certificate of Incorporation and By-Laws. At the Effective TimeUntil amended in accordance with applicable law, the Certificate certificate of Incorporation incorporation and the Byby-Laws laws of the Company, in each case as Merger Sub in effect immediately prior to the Effective Time, Time shall be the Certificate certificate of Incorporation incorporation and the Byby-Laws laws of the Surviving Corporation until thereafter as of the Effective Time, except that all references therein to Merger Sub shall be automatically amended as provided by lawand shall become references to the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Amerisourcebergen Corp)
Certificate of Incorporation and By-Laws. At the Effective Time, the Certificate of Incorporation and the By-Laws Laws, as currently constituted, of the Company, in each case as in effect immediately prior to the Effective Time, Merger Sub shall be the Certificate of Incorporation and the By-Laws of the Surviving Corporation until thereafter the same shall be amended as provided by lawand changed.
Appears in 1 contract
Certificate of Incorporation and By-Laws. At the Effective Time, the Certificate The certificate of Incorporation incorporation and the Byby-Laws laws of the Company, in each case as Sub in effect immediately prior to the Effective Time, Time shall be the Certificate certificate of Incorporation incorporation and the Byby-Laws laws of the Surviving Corporation as of the Effective Time, until thereafter 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 provided by lawdescribed in Section 5.5(b) shall be included in such certificate of incorporation and by-laws.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Golfsmith International Holdings Inc)
Certificate of Incorporation and By-Laws. At the Effective Time, the Certificate The certificate of Incorporation incorporation and the Byby-Laws laws of the Company, in each case as Merger Subsidiary in effect immediately prior to the Effective Time, in the forms attached to this Agreement as Exhibits B and C, respectively, shall be the Certificate certificate of Incorporation incorporation and the Byby-Laws laws of the Surviving Corporation as of the Effective Time, until thereafter duly altered, amended as provided by lawor repealed in accordance with applicable Laws.
Appears in 1 contract
Certificate of Incorporation and By-Laws. At the Effective TimeSubject to Section 1.03, the Certificate certificate of Incorporation incorporation and the Byby-Laws laws of the CompanySurviving Corporation shall be, in each case respectively, the certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation and the Byby-Laws laws of Merger Sub, as in effect immediately prior to the Surviving Corporation until thereafter amended as provided by law.Effective Time. (d)
Appears in 1 contract
Samples: 2 Agreement (Dime Bancorp Inc)
Certificate of Incorporation and By-Laws. At the Effective TimeSubject to compliance with Section 5.9, the Certificate certificate of Incorporation incorporation and the Byby-Laws laws of the Company, in each case as Merger Sub in effect immediately prior to the Effective Time, Time shall be become the Certificate certificate of Incorporation incorporation and the Byby-Laws laws of the Surviving Corporation as of the Effective Time, until thereafter duly amended as provided by lawin accordance with Applicable Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Franchise Group, Inc.)
Certificate of Incorporation and By-Laws. At the Effective Time, the The Certificate of Incorporation and the By-Laws By- laws of the CompanyAcquisition, in each case as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation and the By-Laws laws of the Surviving Corporation until thereafter amended as provided by lawimmediately after the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Thermo Cardiosystems Inc)
Certificate of Incorporation and By-Laws. At the Effective Time, the Certificate of Incorporation and the By-Laws laws of the CompanyMergerco, in each case as in effect existing immediately prior to the Effective Time, shall be and remain the Certificate of Incorporation and the By-Laws laws of the Surviving Corporation until thereafter amended as provided by lawCorporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Rand Capital Sbic Lp)
Certificate of Incorporation and By-Laws. At the Effective Time, the Certificate The certificate of Incorporation incorporation and the Byby-Laws laws of the Company, in each case Merger Sub as in effect immediately prior to before the Effective Time, shall Time will be the Certificate certificate of Incorporation incorporation and by-laws, respectively, of the By-Laws Surviving Corporation, until thereafter changed or amended as provided therein or by applicable Law, except that Article I of the certificate of incorporation of the Surviving Corporation until thereafter amended as provided by lawshall state "The name of the corporation is The May Department Stores Company."
Appears in 1 contract
Samples: Agreement and Plan of Merger (May Department Stores Co)
Certificate of Incorporation and By-Laws. At the Effective ---------------------------------------- Time, the Certificate of Incorporation and the By-Laws of the CompanySurviving Corporation shall be amended in their entirety to contain the provisions set forth in 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 the By-Laws of the Surviving Corporation until thereafter amended as provided by law.
Appears in 1 contract
