Certificate of Incorporation and By-Laws. (a) The Certificate of Incorporation of Sub as in effect immediately prior to the Effective Time 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 Sub as in effect immediately 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 3 contracts
Samples: Merger Agreement (National Vision Inc), Merger Agreement (Kagt Holdings Inc), Merger Agreement (Forrester Research Inc)
Certificate of Incorporation and By-Laws. (a) The Certificate of Incorporation of Sub Sub, as in effect immediately prior to the Effective Time Time, shall be the initial Certificate of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.
(b) Corporation. The By-laws of Sub Sub, as in effect immediately prior to the Effective Time Time, shall be the initial By-laws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable LawCorporation.
Appears in 3 contracts
Samples: Merger Agreement (Southern Mineral Corp), Merger Agreement (Amerac Energy Corp), Agreement and Plan of Merger (Southern Mineral Corp)
Certificate of Incorporation and By-Laws. (a) The Certificate certificate of Incorporation incorporation of Sub Sub, as in effect immediately prior to the Effective Time Time, shall be the Certificate certificate of Incorporation incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Applicable Law, except that the name of the Surviving Corporation in such Certificate of Incorporation shall be changed to "TheraSense, Inc.".
(b) The Byby-laws of Sub Sub, as in effect immediately 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 Applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (Therasense Inc), Merger Agreement (Therasense Inc)
Certificate of Incorporation and By-Laws. (a) The Amended and Restated Certificate of Incorporation of Sub the Company, as in effect immediately prior to the Effective Time Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Lawlaw.
(b) The By-laws of Sub Sub, as in effect immediately 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 Lawlaw.
Appears in 2 contracts
Samples: Merger Agreement (Crossworlds Software Inc), Merger Agreement (International Business Machines Corp)
Certificate of Incorporation and By-Laws. (a) The Certificate of Incorporation of Merger Sub as in effect immediately prior to the Effective Time shall be the Certificate of Incorporation of the Surviving Corporation from and after the Effective Time until thereafter changed or amended as provided therein or by applicable Lawlaw.
(b) The By-laws Laws of Merger Sub as in effect immediately prior to the Effective Time shall be the By-laws of the Surviving Corporation from and after the Effective Time until thereafter changed or amended as provided therein or by applicable Lawlaw.
Appears in 2 contracts
Samples: Merger Agreement (Workstream Inc), Merger Agreement (Workstream Inc)
Certificate of Incorporation and By-Laws. (a) The Certificate certificate of Incorporation incorporation of Sub Sub, as in effect immediately prior to the Effective Time shall be the Certificate certificate of Incorporation incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Lawlaw.
(b) The Byby-laws of Sub Sub, as in effect immediately 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 Lawlaw.
Appears in 2 contracts
Samples: Merger Agreement (Razorfish Inc), Merger Agreement (International Integration Inc)
Certificate of Incorporation and By-Laws. (a) The Certificate of Incorporation of Merger Sub as in effect immediately prior to the Effective Time shall be the Certificate of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by in accordance with the terms thereof and with applicable Lawlaw.
(b) The By-laws Laws of Merger Sub as in effect immediately prior to at the Effective Time shall be the By-laws Laws of the Surviving Corporation until thereafter changed or amended as provided therein or by in accordance with the terms thereof and with applicable Lawlaw.
Appears in 2 contracts
Samples: Merger Agreement (HMC Acquisition Corp /De/), Merger Agreement (Heritage Media Corp)
Certificate of Incorporation and By-Laws. (a) The Certificate certificate of Incorporation incorporation of Sub Sub, as in effect immediately prior to the Effective Time Time, shall be the Certificate certificate of Incorporation incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Lawlaw.
(b) The Byby-laws of Sub Sub, as in effect immediately 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 Lawlaw.
Appears in 2 contracts
Samples: Merger Agreement (Vivendi), Merger Agreement (Mp3 Com Inc)
Certificate of Incorporation and By-Laws. (a) The Certificate of Incorporation of Sub Company Charter, as in effect immediately prior to the Effective Time Time, shall be the Certificate certificate of Incorporation incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Lawlaw.
(b) The Byby-laws of Sub Sub, as in effect immediately 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 Lawlaw.
Appears in 2 contracts
Samples: Merger Agreement (Carters Inc), Merger Agreement (Oshkosh B Gosh Inc)
Certificate of Incorporation and By-Laws. (a) The Certificate of Incorporation of Sub as the Surviving Corporation shall be the Certificate of Incorporation of the Company in effect immediately prior to the Effective Time shall be the Certificate of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or and by applicable Law.
(b) The By-laws of Sub as the Surviving Corporation shall be the By-laws of the Company in effect immediately prior to the Effective Time shall be the By-laws of the Surviving Corporation until thereafter changed or amended as provided therein or and by applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (Von Hoffmann Holdings Inc), Merger Agreement (Aki Inc)
Certificate of Incorporation and By-Laws. (a) The Certificate certificate of Incorporation ---------------------------------------- incorporation and by-laws of the Sub as in effect immediately prior to at the Effective Time shall be the Certificate certificate of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.
(b) The By-laws of Sub as in effect immediately prior to the Effective Time shall be the Byincorporation and by-laws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Lawlaw.
Appears in 2 contracts
Samples: Merger Agreement (Micron Technology Inc), Merger Agreement (Netframe Systems Inc)
Certificate of Incorporation and By-Laws. (a) The Certificate of Incorporation of Sub Sub, as in effect immediately prior to at the Effective Time of the Merger, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Lawlaw.
(b) The By-laws of Sub as in effect immediately prior to at 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 applicable Lawlaw.
Appears in 2 contracts
Samples: Merger Agreement (Emersub Lxxiv Inc), Merger Agreement (Daniel Industries Inc)
Certificate of Incorporation and By-Laws. (a) The Certificate of Incorporation of Sub the Company, as in effect immediately prior to the Effective Time of the Merger shall be the Certificate of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Lawlaw.
(b) The By-laws of Sub as in effect immediately 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 applicable Lawlaw.
Appears in 1 contract
Samples: Merger Agreement (Bettis Corp /De/)
Certificate of Incorporation and By-Laws. (a) The Certificate of Incorporation of Sub Sub, as in effect immediately prior to the Effective Time Time, shall be the initial Certificate of Incorporation of the Surviving Corporation until thereafter changed or Corporation, as the same may be amended as provided therein or by applicable Law.
(b) and restated following the Merger in a manner satisfactory to Parent. The By-laws of Sub Sub, as in effect immediately prior to the Effective Time Time, shall be the initial By-laws of the Surviving Corporation Corporation, until thereafter changed or duly amended as provided therein or by applicable Lawin accordance with the terms thereof and the DGCL.
Appears in 1 contract
Certificate of Incorporation and By-Laws. (a) The Certificate of Incorporation of Sub as in effect immediately prior to the Effective Time shall be the Certificate initial certificate of Incorporation incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable LawCorporation.
(b) The By-laws of Sub Sub, as in effect immediately prior to the Effective Time Time, shall be the initial By-laws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable LawCorporation.
Appears in 1 contract
Certificate of Incorporation and By-Laws. (a) The Certificate of Incorporation of Sub Merger Sub, as in effect immediately prior to the Effective Time Time, shall be the Certificate of Incorporation of the Surviving Corporation after the Effective Time, until thereafter changed or duly amended as provided therein or by applicable Lawin accordance with its terms and the DGCL.
(b) The By-laws of Sub Merger Sub, as in effect immediately prior to the Effective Time Time, shall be the By-laws of the Surviving Corporation after the Effective Time until thereafter changed or duly amended as provided therein therein, by the DGCL or by applicable Lawthe Certificate of Incorporation of the Surviving Corporation.
Appears in 1 contract
Samples: Merger Agreement (Sudbury Inc)
Certificate of Incorporation and By-Laws. (a) The Certificate certificate of Incorporation incorporation of the Sub as in effect immediately prior to the Effective Time shall be the Certificate certificate of Incorporation incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Lawlaw.
(b) The Byby-laws of the Sub as in effect immediately 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 Lawlaw.
Appears in 1 contract
Samples: Merger Agreement (Fidelity National Financial Inc /De/)
Certificate of Incorporation and By-Laws. (a) The Certificate of Incorporation of Sub Acquisition Subsidiary, as in effect immediately prior to the Effective Time Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Lawlaw.
(b) The By-laws of Sub Acquisition Subsidiary as in effect immediately 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 Lawlaw.
Appears in 1 contract
Certificate of Incorporation and By-Laws. (a) The Certificate certificate of Incorporation incorporation of Sub the Company as in effect immediately prior to the Effective Time Closing Date shall be the Certificate certificate of Incorporation incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Lawlaw.
(b) The Byby-laws of Sub as in effect immediately prior to at the Effective Time Closing Date shall be become the Byby-laws of the Surviving Corporation Corporation, until thereafter changed or amended as provided therein or by applicable Lawlaw.
Appears in 1 contract
Samples: Merger Agreement (Corning Inc /Ny)
Certificate of Incorporation and By-Laws. (a) The Certificate ---------------------------------------- certificate of Incorporation incorporation of Sub Sub, as in effect immediately prior to the Effective Time shall be the Certificate certificate of Incorporation incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Lawlaw.
(b) The Byby-laws of Sub Sub, as in effect immediately 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 Lawlaw.
Appears in 1 contract
Samples: Merger Agreement (Razorfish Inc)
Certificate of Incorporation and By-Laws. (a) The Certificate of Incorporation of Sub the Company, as in effect immediately prior to the Effective Time Time, 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 Sub as in effect immediately 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
Certificate of Incorporation and By-Laws. (a) The Certificate of Incorporation and By-laws of Sub as in effect immediately prior to the Effective Time 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 Sub as in effect immediately prior to the Effective Time shall be the and By-laws of the Surviving Corporation Corporation, until thereafter changed or amended as provided therein or by in accordance with applicable Lawlaw.
Appears in 1 contract
Samples: Merger Agreement (Integra Bank Corp)
Certificate of Incorporation and By-Laws. (a) The Certificate of Incorporation of Sub Sub, as in effect immediately prior to the Effective Time of the Merger, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Lawlaw.
(b) The By-laws of Sub as in effect immediately prior to at 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 applicable Lawlaw.
Appears in 1 contract
Samples: Merger Agreement (Revco D S Inc)
Certificate of Incorporation and By-Laws. (a) The Certificate of Incorporation of the Surviving Corporation shall be the Certificate of Incorporation of the Sub as in effect immediately prior to the Effective Time 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 Sub as in effect immediately 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 (WRC Media Inc)
Certificate of Incorporation and By-Laws. (a) The Certificate certificate of Incorporation incorporation of Sub as in effect immediately prior to the Effective Time 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) law. The Byby-laws of Sub as in effect immediately prior to the Effective Time shall be the Byby-laws of the Surviving Corporation until thereafter changed or amended as provided therein or by and applicable Lawlaw.
Appears in 1 contract
Certificate of Incorporation and By-Laws. At the Effective Time, (ai) The Certificate the certificate of Incorporation incorporation of Sub as in effect immediately prior to the Effective Time shall be the Certificate certificate of Incorporation incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.
Corporation, with a new corporate name of “Incara Pharmaceuticals Corporation” and (bii) The Bythe by-laws of Sub as in effect immediately prior to the Effective Time shall be the Byby-laws of the Surviving Corporation Corporation, in each case until thereafter changed or amended as provided therein or by in accordance with applicable Lawlaw.
Appears in 1 contract
Samples: Merger Agreement (Incara Inc)
