Certificate of Incorporation and By-Laws. The certificate of incorporation and by-laws of Merger Sub in effect immediately prior to the Effective Time shall be the certificate of incorporation and by-laws of the Surviving Corporation as of the Effective Time, until amended 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. The certificate Certificate of incorporation Incorporation and byBy-laws Laws of Merger Sub Sub, in each case as 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 until thereafter changed as of the Effective Time, until amended in accordance with provided therein or by applicable law.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Genzyme Corp), Agreement and Plan of Merger (Antigenics Inc /De/), Agreement and Plan of Merger (Antigenics Inc /De/)
Certificate of Incorporation and By-Laws. The certificate From and after Effectiveness and until thereafter amended as provided by law, the Certificate of incorporation Incorporation and bythe By-laws Laws of Merger Sub Subsidiary as in effect immediately prior to the Effective Time Effectiveness shall be and continue to be the certificate Certificate of incorporation Incorporation and byBy-laws Laws of the Surviving Corporation as of the Effective Time, until amended in accordance with applicable lawCorporation.
Appears in 3 contracts
Samples: Agreement of Merger (Regent Communications Inc), Agreement of Merger (Redwood Broadcasting Inc), Agreement of Merger (Regent Communications Inc)
Certificate of Incorporation and By-Laws. The certificate Certificate of incorporation and by-laws Incorporation of Merger Sub in effect immediately prior to the Effective Time shall be the certificate Certificate of incorporation and by-laws Incorporation of the Surviving Corporation as of the Effective Time, 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 amended 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. (a) The certificate Certificate of incorporation and by-laws Incorporation of Merger Sub in effect immediately prior to the Effective Time shall be the certificate Certificate of incorporation and by-laws Incorporation of the Surviving Corporation as of from and after the Effective Time, Time until thereafter changed or amended in accordance with as provided therein or by applicable law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Workstream Inc), Agreement and Plan of Merger (Workstream Inc)
Certificate of Incorporation and By-Laws. The certificate Certificate of incorporation Incorporation and byBy-laws Laws of Merger Sub in effect immediately prior to the Effective Time shall be the certificate Certificate of incorporation Incorporation and byBy-laws Laws of the Surviving Corporation as of the Effective TimeCorporation, until duly amended in accordance with applicable law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Northrop Grumman Corp), Agreement and Plan of Merger (Lockheed Martin Corp)
Certificate of Incorporation and By-Laws. The certificate Subject to Section 4.11(g) of incorporation the Reorganization Agreement, the Certificate of Incorporation and by-laws the Bylaws of Merger Sub in effect immediately prior to the Effective Time shall be the certificate Certificate of incorporation Incorporation and by-laws the Bylaws of the Surviving Corporation as of the Effective TimeCorporation, in each case until amended in accordance with applicable law.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Premier National Bancorp Inc), Agreement and Plan of Reorganization (M&t Bank Corp)
Certificate of Incorporation and By-Laws. The certificate of incorporation and the by-laws of Merger Sub in effect the Surviving Corporation immediately prior to after the Effective Time shall be the certificate of incorporation and the by-laws of the Surviving Corporation MergerSub as of in effect immediately prior to the Effective Time, until amended in accordance with applicable law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Gart Sports Co), Agreement and Plan of Merger (Oshmans Sporting Goods Inc)
Certificate of Incorporation and By-Laws. (a) The certificate Certificate of incorporation and by-laws Incorporation of Merger Sub as in effect immediately prior to the Effective Time shall be the certificate Certificate of incorporation and by-laws Incorporation of the Surviving Corporation as of the Effective Time, until amended in accordance with the terms thereof and with applicable law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Heritage Media Corp), Agreement and Plan of Merger (HMC Acquisition Corp /De/)
Certificate of Incorporation and By-Laws. (a) The certificate of incorporation and by-laws of Merger Sub as in effect immediately prior to at the Effective Time shall be the certificate of incorporation and 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 at the Effective Time shall be the by-laws of the Surviving Corporation until thereafter changed or amended as of the Effective Time, until amended in accordance with provided therein or by applicable law.. SECTION 1.6
Appears in 2 contracts
Samples: 1 Agreement and Plan of Merger (Ralcorp Holdings Inc), 6 Agreement and Plan of Merger (New Ralcorp Holdings Inc)
Certificate of Incorporation and By-Laws. The Merger Sub's certificate of incorporation and by-laws of Merger Sub laws, respectively, as in effect immediately prior to before the Effective Time shall Time, will be the certificate of incorporation and by-laws of the Surviving Corporation as of the Effective Time, until amended in accordance with applicable lawCorporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Lecroy Corp), Agreement and Plan of Merger and Reorganization (Open Solutions Inc)
Certificate of Incorporation and By-Laws. The certificate Certificate of incorporation Incorporation and by-laws the Bylaws of Merger Sub in effect immediately prior to the Effective Time shall be the certificate Certificate of incorporation Incorporation and by-laws the Bylaws of the Surviving Corporation as of the Effective TimeCorporation, in each case until amended 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. The certificate Certificate of incorporation Incorporation and bythe By-laws of Merger Sub as in effect immediately prior to at the Effective Time shall be the certificate Certificate of incorporation Incorporation and byBy-laws of the Surviving Corporation until thereafter changed or amended as of the Effective Time, until amended in accordance with provided therein or by applicable law.
Appears in 1 contract
Certificate of Incorporation and By-Laws. The certificate of incorporation and by-laws of Merger Sub in effect immediately prior Subject to the Effective Time shall be Section 1.03, the certificate of incorporation and by-laws of the Surviving Corporation shall be, respectively, the certificate of incorporation of Merger Sub, as of in effect immediately prior to the Effective Time, until amended and the by-laws of Merger Sub, as in accordance with applicable law.effect immediately prior to the Effective Time. (d)
Appears in 1 contract
Samples: 2 Agreement (Dime Bancorp Inc)
Certificate of Incorporation and By-Laws. The certificate Certificate of incorporation Incorporation and byBy-laws of Merger Sub in effect immediately prior to the Effective Time shall be the certificate Certificate of incorporation Incorporation and byBy-laws of the Surviving Corporation as of the Effective TimeCorporation, until duly amended in accordance with applicable law.
Appears in 1 contract
Certificate of Incorporation and By-Laws. The certificate of incorporation and by-laws of each of the Merger Sub Subs as in effect immediately prior to at the Effective Time shall be the certificate of incorporation and by-laws of the corresponding Surviving Corporation, provided that such certificate of incorporation shall be appropriately amended to change the name of such Surviving Corporation as to the name of the Effective TimeCompany which preceded such Surviving Corporation prior to the Merger of such Merger Sub with and into such Company, until and such by-laws shall be amended in accordance with applicable lawto reflect such change of name.
Appears in 1 contract
Certificate of Incorporation and By-Laws. The certificate of incorporation and by-laws of Merger Sub Sub, as in effect immediately prior to the Effective Time shall Time, will be the certificate of incorporation and by-laws of the Surviving Corporation as of at the Effective Time, until thereafter amended in accordance with applicable lawApplicable Law.
Appears in 1 contract
Certificate of Incorporation and By-Laws. The certificate Certificate of incorporation Incorporation and byBy-laws of Merger Sub Sub, as in effect immediately prior to before the Effective Time shall Time, will be the certificate Certificate of incorporation Incorporation and byBy-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 applicable Law, except that Article I of the Effective Time, until amended in accordance with applicable lawCertificate 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. The certificate of incorporation and by-laws of Merger Sub as in effect immediately prior to before the Effective Time shall will be the certificate of incorporation and by-laws laws, respectively, of the 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 as shall state "The name of the Effective Time, until amended in accordance with applicable lawcorporation 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. The certificate At the Effective Time, the Certificate of incorporation Incorporation and byBy-laws of Merger Acquisition Sub as in effect immediately prior to at the Effective Time shall be the certificate Certificate of incorporation Incorporation and byBy-laws of the Surviving Corporation as of the Effective Time, until amended in accordance with applicable lawCorporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Innovative Clinical Solutions LTD)
Certificate of Incorporation and By-Laws. The certificate of incorporation and by-laws of the Merger Sub Subsidiary in effect immediately prior to the Effective Time Time, in the forms attached to this Agreement as Exhibits B and C, respectively, shall be the certificate of incorporation and by-laws of the Surviving Corporation as of the Effective Time, until duly altered, amended or repealed in accordance with applicable lawLaws.
Appears in 1 contract
Certificate of Incorporation and By-Laws. The certificate of incorporation and by-laws of Merger Sub in effect immediately prior to the Effective Time shall be the certificate of incorporation and by-laws of the Surviving Corporation as of the Effective Time, until duly amended in accordance with applicable lawLaw.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Wesco Aircraft Holdings, Inc)
Certificate of Incorporation and By-Laws. The certificate of incorporation and by-by laws of Merger Sub in effect immediately prior to the Effective Time shall be the certificate of incorporation and by-by laws of the Surviving Corporation as of the Effective Time, until duly amended in accordance with applicable law.
Appears in 1 contract
Certificate of Incorporation and By-Laws. The certificate Certificate of incorporation Incorporation and byBy-laws of Merger Sub Sub, as in effect immediately prior to before the Effective Time shall Time, will be the certificate Certificate of incorporation Incorporation and byBy-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 applicable Law, except that Article I of the Effective Time, until amended in accordance with applicable lawCertificate of Incorporation of the Surviving Corporation shall state “The name of the corporation is International Multifoods Corporation.”
Appears in 1 contract
Samples: Agreement and Plan of Merger (International Multifoods Corp)
