Common use of Certificate of Incorporation and By-Laws Clause in Contracts

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: Merger Agreement (Antigenics Inc /De/), Merger Agreement (Antigenics Inc /De/), Merger Agreement (Genzyme Corp)

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Certificate of Incorporation and By-Laws. The Certificate of Incorporation and By-Laws of Merger Sub, in each case as 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 changed as provided therein or by amended in accordance with the terms thereof and with applicable law.

Appears in 3 contracts

Samples: Merger Agreement (Apartment Investment & Management Co), Merger Agreement (Apartment Investment & Management Co), Merger Agreement (NHP Inc)

Certificate of Incorporation and By-Laws. The Certificate of Incorporation and By-Laws of Merger Sub, in each case as Sub in effect immediately prior to the Effective Time, Time shall be the Certificate of Incorporation and By-Laws of the Surviving Corporation Corporation, until thereafter changed as provided therein or by duly amended in accordance with applicable law.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Northrop Grumman Corp), Merger Agreement (Lockheed Martin Corp)

Certificate of Incorporation and By-Laws. The Certificate of Incorporation and By-Laws of Merger Sub's certificate of incorporation and by-laws, in each case respectively, as in effect immediately prior to before the Effective Time, shall will be the Certificate certificate of Incorporation incorporation and Byby-Laws laws of the Surviving Corporation until thereafter changed as provided therein or by applicable lawCorporation.

Appears in 2 contracts

Samples: Merger Agreement (Lecroy Corp), Merger Agreement (Open Solutions Inc)

Certificate of Incorporation and By-Laws. (a) 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 or amended as provided therein or by applicable law., subject in all cases to

Appears in 2 contracts

Samples: Merger Agreement (Unison Software Inc), Merger Agreement (International Business Machines Corp)

Certificate of Incorporation and By-Laws. The Certificate of Incorporation and By-Laws the Bylaws of Merger Sub, in each case as Sub in effect immediately prior to the Effective Time, Time shall be the Certificate of Incorporation and By-Laws the Bylaws of the Surviving Corporation Corporation, in each case until thereafter changed as provided therein or by amended in accordance with applicable law.

Appears in 2 contracts

Samples: Reorganization Agreement (M&t Bank Corp), Reorganization Agreement (FNB Rochester 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 at 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. (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 provided therein or by applicable law.

Appears in 2 contracts

Samples: Merger Agreement (New Ralcorp Holdings Inc), Merger Agreement (Ralcorp Holdings Inc)

Certificate of Incorporation and By-Laws. (a) The Certificate of Incorporation and By-Laws of Merger SubSubsidiary, 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. (b) The By-Laws of Merger Subsidiary as in effect at the Effective Time shall be the By-Laws of the Surviving Corporation, until changed or amended as provided therein or by applicable law.

Appears in 2 contracts

Samples: Merger Agreement (Gaylord Container Corp /De/), Merger Agreement (Gaylord Container 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. (b) The by-laws of Sub as in effect at 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 2 contracts

Samples: Merger Agreement (Triathlon Broadcasting Co), Merger Agreement (SFX Broadcasting Inc)

Certificate of Incorporation and By-Laws. The Certificate certificate of Incorporation incorporation and Byby-Laws laws of Merger Sub, in each case as Sub 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 lawLaw.

Appears in 1 contract

Samples: Merger Agreement (Wesco Aircraft Holdings, Inc)

Certificate of Incorporation and By-Laws. The Certificate certificate of Incorporation incorporation and Byby-Laws laws of Merger Sub, in each case as in effect immediately prior to the Effective Time, shall will be the Certificate certificate of Incorporation incorporation and Byby-Laws laws of the Surviving Corporation at the Effective Time, until thereafter changed as provided therein or by applicable lawamended in accordance with Applicable Law.

Appears in 1 contract

Samples: Merger Agreement (Mens Wearhouse Inc)

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.Surviving

Appears in 1 contract

Samples: Agreement and Plan of Acquisition (Oravax Inc /De/)

Certificate of Incorporation and By-Laws. The Certificate Subject to Section 1.03, the certificate of Incorporation incorporation and Byby-Laws laws of the Surviving Corporation shall be, respectively, the certificate of incorporation of Merger Sub, in each case as in effect immediately prior to the Effective Time, shall be and the Certificate by-laws of Incorporation and By-Laws of Merger Sub, as in effect immediately prior to the Surviving Corporation until thereafter changed as provided therein or by applicable lawEffective Time.

Appears in 1 contract

Samples: Agreement and Plan of Combination (Dime Bancorp Inc)

Certificate of Incorporation and By-Laws. The Certificate of Incorporation and By-Laws laws of Merger Sub, in each case 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 (with such changes thereto as the parties may agree), until thereafter changed or amended as provided therein or by applicable lawLaw, 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

Samples: Merger Agreement (International Multifoods Corp)

Certificate of Incorporation and By-Laws. The Certificate of Incorporation and the By-Laws laws of Merger Sub, in each case Sub as in effect immediately prior to at the Effective Time, Time shall be the Certificate of Incorporation and By-Laws laws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law.

Appears in 1 contract

Samples: Merger Agreement (SLM Holding Corp)

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 certificate of Incorporation and By-Laws incorporation of the Surviving Corporation after the Effective Time until thereafter changed or amended as provided therein or by applicable lawLaw.

Appears in 1 contract

Samples: Merger Agreement (Glowpoint, Inc.)

Certificate of Incorporation and By-Laws. The Certificate of Incorporation and By-Laws laws of Merger Sub, in each case 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 (with such changes thereto as the parties may agree), until thereafter changed or amended as provided therein or by applicable lawLaw, 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

Samples: Merger Agreement (Smucker J M Co)

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Certificate of Incorporation and By-Laws. The At the Effective Time, the Certificate of Incorporation and the By-Laws Laws, as currently constituted, of Merger Sub, in each case as in effect immediately prior to the Effective Time, Sub shall be the Certificate of Incorporation and By-Laws of the Surviving Corporation until thereafter changed as provided therein or by applicable lawthe same shall be amended and changed.

Appears in 1 contract

Samples: Merger Agreement (Ashlin Development Corp)

Certificate of Incorporation and By-Laws. The Certificate Until amended in accordance with applicable law, the certificate of Incorporation incorporation and Byby-Laws laws of Merger Sub, in each case as Sub 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 provided of the Effective Time, except that all references therein or by applicable lawto Merger Sub shall be automatically amended and shall become references to the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (Amerisourcebergen Corp)

Certificate of Incorporation and By-Laws. The Certificate certificate of Incorporation incorporation and Byby-Laws laws of Merger Sub, in each case 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 Corporation, until thereafter changed or amended as provided therein or by applicable lawLaw, except that Article I of the certificate of incorporation of the Surviving Corporation shall state "The name of the corporation is The May Department Stores Company."

Appears in 1 contract

Samples: Merger Agreement (May Department Stores Co)

Certificate of Incorporation and By-Laws. The Certificate certificate of Incorporation incorporation and By-Laws by laws of Merger Sub, in each case as Sub in effect immediately prior to the Effective Time, Time shall be the Certificate certificate of Incorporation incorporation and By-Laws by 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.

Appears in 1 contract

Samples: Merger Agreement (Steel Dynamics Inc)

Certificate of Incorporation and By-Laws. The Certificate certificate of Incorporation incorporation and Byby-Laws laws of each of the Merger Sub, in each case Subs as in effect immediately 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 to the name of the Company which preceded such Surviving Corporation prior to the Effective TimeMerger of such Merger Sub with and into such Company, and such by-laws shall be the Certificate amended to reflect such change of Incorporation and By-Laws of the Surviving Corporation until thereafter changed as provided therein or by applicable lawname.

Appears in 1 contract

Samples: Merger Agreement (X Rite Inc)

Certificate of Incorporation and By-Laws. The Certificate of Incorporation and By-Laws laws of Merger Sub, in each case as Sub in effect immediately prior to the Effective Time, Time shall be the Certificate of Incorporation and By-Laws laws of the Surviving Corporation Corporation, until thereafter changed as provided therein or by duly amended in accordance with applicable law.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Advanced Energy Industries Inc)

Certificate of Incorporation and By-Laws. The Certificate certificate of Incorporation incorporation and Byby-Laws laws of the Merger Sub, in each case as 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 Byby-Laws laws of the Surviving Corporation as of the Effective Time, until thereafter changed as provided therein duly altered, amended or by repealed in accordance with applicable lawLaws.

Appears in 1 contract

Samples: Merger Agreement (Jl Halsey Corp)

Certificate of Incorporation and By-Laws. The Certificate certificate of Incorporation incorporation and Byby-Laws laws of Merger Sub, in each case as in effect immediately prior to the Effective Time, but with Article 1 of the certificate of incorporation amended to read: "The name of the Corporation is Clarify Inc.," 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: Merger Agreement (Clarify Inc)

Certificate of Incorporation and By-Laws. The At the Effective Time, the Certificate of Incorporation and By-Laws laws of Merger Sub, in each case Acquisition Sub as in effect immediately prior to at the Effective Time, Time shall be the Certificate of Incorporation and By-Laws laws of the Surviving Corporation until thereafter changed as provided therein or by applicable lawCorporation.

Appears in 1 contract

Samples: Merger Agreement (Innovative Clinical Solutions LTD)

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 1 contract

Samples: Merger Agreement (Capstar Broadcasting Corp)

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