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.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (National Vision Inc), Agreement and Plan of Merger (Forrester Research Inc), Agreement and Plan of Merger (Kagt Holdings 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.
Appears in 2 contracts
Samples: Agreement and Plan (Emersub Lxxiv Inc), Agreement and Plan of Merger (Daniel Industries 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 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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Vivendi), Agreement and Plan of Merger (Mp3 Com Inc)
Certificate of Incorporation and By-Laws. (a) The Certificate of Incorporation of Merger Sub (the “Merger Sub Certificate”), 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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Xerox Corp), Voting Agreement (Affiliated Computer Services 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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Razorfish Inc), Agreement and Plan of Merger (International Integration 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 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.".
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Therasense Inc), Agreement and Plan of Merger (Therasense 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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Aki Inc), Agreement and Plan of Merger (Von Hoffmann Holdings 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 Certificate of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.law, subject in all cases to
Appears in 2 contracts
Samples: Agreement and Plan of Merger (International Business Machines Corp), Agreement and Plan of Merger (Unison Software 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 incorporation and by-laws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Lawlaw.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Netframe Systems Inc), Agreement and Plan of Merger (Micron Technology 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.
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 of Sub Merger 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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Gaylord Container Corp /De/), Agreement and Plan of Merger (Gaylord Container Corp /De/)
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.
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. (a) The Certificate of Incorporation of Sub Purchaser 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.
Appears in 1 contract
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.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Fidelity National Financial Inc /De/)
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.
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 certificate of Incorporation incorporation of the Surviving Corporation after the Effective Time 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 Sub Merger Sub, 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, except that Article First of the Certificate of Incorporation of Merger Sub shall be amended to change the name of Merger Sub as directed by Parent.
Appears in 1 contract
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.
Appears in 1 contract
Samples: Agreement and Plan of Merger (DRS Technologies Inc)
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.
Appears in 1 contract
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.
Appears in 1 contract
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.
Appears in 1 contract
Samples: WRC Media Inc
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.
Appears in 1 contract
Samples: Thor Industries 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.
Appears in 1 contract
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.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Numed Home Health Care Inc)
Certificate of Incorporation and By-Laws. (a) The ---------------------------------------- Certificate of Incorporation of Sub as in effect immediately prior to at the Effective Time of the Merger shall be the Certificate of Incorporation of the Surviving Corporation Corporation, until thereafter changed or amended as provided therein or by applicable Lawamended.
Appears in 1 contract
Samples: Mediconsult Com Inc
