Certificate of Incorporation and By. laws of the Surviving Corporation. (a) At the Effective Time and without any further action on the part of the Company or Purchaser, the Certificate of Incorporation of the Company, as in effect at the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation. (b) At the Effective Time and without further action on the part of the Company or Purchaser, the By-laws of the Company, as in effect at the Effective Time, shall be the By-laws of the Surviving Corporation.
Appears in 3 contracts
Samples: Merger Agreement (Bowne & Co Inc), Agreement and Plan of Merger (Bowne & Co Inc), Merger Agreement (Donnelley Enterprise Solutions Inc)
Certificate of Incorporation and By. laws Laws of the Surviving Corporation.
(a) At the Effective Time and without any further action on the part The certificate of the Company or Purchaser, the Certificate of Incorporation incorporation of the Company, as in effect at immediately prior to the Effective Time, shall be the Certificate certificate of Incorporation incorporation of the Surviving Corporation, until thereafter amended in accordance with the provisions thereof and hereof and applicable law.
(b) At Subject to the Effective Time and without further action on the part provisions of the Company or PurchaserSection 6.01 of this Agreement, the Byby-laws of the Company, as Purchaser in effect at the Effective Time, Time shall be the Byby-laws of the Surviving Corporation, until thereafter amended in accordance with the provisions thereof and hereof and applicable law.
Appears in 2 contracts
Samples: Merger Agreement (Rsa Acquisition Corp), Merger Agreement (American Safety Razor Co)
Certificate of Incorporation and By. laws Laws of the Surviving Corporation.
(a) At the Effective Time and without any further action on the part of the Company or Purchaser, the The Restated Certificate of Incorporation of the Company, as in effect at immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving CorporationCorporation until thereafter amended in accordance with the provisions thereof and hereof and applicable law.
(b) At the Effective Time and without further action on the part The By-Laws of the Company or Purchaser, the By-laws of the Company, as in effect at the Effective Time, Time shall be the By-laws Laws of the Surviving CorporationCorporation until amended, subject to the provisions of Section 5.06 of this Agreement, in accordance with the provisions thereof and applicable law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Donaldson Lufkin & Jenrette Inc /Ny/), Agreement and Plan of Merger (Fisher Scientific International Inc)
Certificate of Incorporation and By. laws Laws of the Surviving Corporation.
(a) At the Effective Time and without any further action on the part of the Company or Purchaser, the The Certificate of Incorporation of the Company, Company as in effect at immediately prior to the Effective Time, Time shall be become the Certificate of Incorporation of the Surviving CorporationCorporation after the Effective Time, and thereafter may be amended as provided therein and as permitted by law and this Agreement.
(b) At The By-Laws of the Company as in effect immediately prior to the Effective Time and without further action on the part of the Company or Purchaser, shall become the By-laws Laws of the Company, as in effect at Surviving Corporation after the Effective Time, shall and thereafter may be the By-laws of the Surviving Corporationamended as provided therein and as permitted by law and this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Clear Channel Communications Inc), Merger Agreement (Universal Outdoor Holdings Inc)
Certificate of Incorporation and By. laws Laws of the Surviving Corporation.
(a) At the Effective Time and without any further action on the part of the Company or Purchaser, the The Certificate of Incorporation of the CompanyPurchaser, as in effect at immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving CorporationCorporation until thereafter amended in accordance with the provisions thereof and applicable law.
(b) At the Effective Time and without further action on the part The By-Laws of the Company or Purchaser, the By-laws of the Company, as Purchaser in effect at the Effective Time, Time shall be the By-laws Laws of the Surviving CorporationCorporation until thereafter amended in accordance with applicable law.
Appears in 1 contract
Certificate of Incorporation and By. laws of the Surviving Corporation.
(a) At the Effective Time and without any further action on the part of the Company or Purchaser, the Certificate of Incorporation of the Company, as in effect at the Effective Time, shall be the Certificate of Incorporation Laws of the Surviving Corporation.
(b) At the Effective Time and without further action on the part The By-Laws of the Company or Purchaser, the By-laws of the Company, as Purchaser in effect at the Effective Time, Time shall be the By-laws Laws of the Surviving CorporationCorporation until amended in accordance with the provisions thereof and applicable law.
Appears in 1 contract
Samples: Offer to Purchase (Pinault Printemps Redoute Sa Et Al)
Certificate of Incorporation and By. laws Laws of the Surviving Corporation.
(a) At The certificate of incorporation of the Company as in effect immediately prior to the Effective Time and without any further action on shall become the part certificate of incorporation of the Company or Purchaser, the Certificate of Incorporation of the Company, as in effect at Surviving Corporation after the Effective Time, shall be until thereafter amended as provided by the Certificate DGCL and such certificate of Incorporation of the Surviving Corporationincorporation.
(b) At the Effective Time and without further action on the part of the Company or Purchaser, the ByThe by-laws of the Company, Company as in effect at immediately prior to the Effective Time, Time shall be become the Byby-laws of the Surviving CorporationCorporation after the Effective Time, until thereafter amended as provided by the DGCL, the certificate of incorporation of the Surviving Corporation and such by-laws.
Appears in 1 contract
Certificate of Incorporation and By. laws Laws of the Surviving Corporation.
(a) At the Effective Time and without any further action on the part of the Company or Purchaser, the The Certificate of Incorporation of the CompanyPurchaser, as in effect at immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving CorporationCorporation until thereafter amended in accordance with the provisions thereof and hereof and applicable law.
(b) At Subject to the Effective Time and without further action on the part provisions of the Company or PurchaserSection 6.6 of this Agreement, the By-laws Laws of the Company, as Purchaser in effect at the Effective Time, Time shall be the By-laws Laws of the Surviving CorporationCorporation until amended in accordance with the provisions thereof and applicable law.
Appears in 1 contract
Certificate of Incorporation and By. laws of the Surviving Corporation.
(a) At the Effective Time and without any further action on the part of the Company or PurchaserTime, the Certificate certificate of Incorporation incorporation of the Company, as in effect at immediately prior to the Effective Time, shall be the Certificate certificate of Incorporation incorporation of the Surviving CorporationCorporation until thereafter amended in accordance with the provisions thereof, this Agreement and applicable Law.
(b) At the Effective Time and without further action on the part of the Company or PurchaserTime, the Byby-laws of the Company, as in effect at immediately prior to the Effective Time, shall be the Byby-laws of the Surviving CorporationCorporation until thereafter amended in accordance with the provisions thereof, this Agreement and applicable Law.
Appears in 1 contract
Samples: Merger Agreement
