Common use of Certificate of Incorporation and By Clause in Contracts

Certificate of Incorporation and By. Laws of the Surviving Corporation. (a) The certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation, until thereafter amended in accordance with the provisions thereof and hereof and applicable law. (b) Subject to the provisions of Section 6.01 of this Agreement, the by-laws of the Purchaser in effect at the Effective Time shall be the by-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 (American Safety Razor Co), Merger Agreement (Rsa Acquisition Corp)

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Certificate of Incorporation and By. Laws of the Surviving CorporationLAWS OF THE SURVIVING CORPORATION. (a) The certificate of incorporation of the Company, Parent as in effect immediately prior to the Effective Time, Time shall be the certificate of incorporation of the Surviving Corporation, Corporation until thereafter amended in accordance with the provisions thereof and hereof and applicable lawApplicable Law. (b) Subject to the provisions of Section 6.01 of this Agreement, the The by-laws of the Purchaser Parent in effect at the Effective Time shall be the by-laws of the Surviving Corporation, Corporation until thereafter amended in accordance with the provisions thereof thereof, the certificate of incorporation and hereof and applicable lawApplicable Law.

Appears in 2 contracts

Samples: Merger Agreement (Vitamin Shoppe Industries), Merger Agreement (Vitaminshoppe Com Inc)

Certificate of Incorporation and By. Laws of the Surviving CorporationLAWS OF THE SURVIVING CORPORATION. (a) The certificate Certificate of incorporation Incorporation of the Company, Company as in effect immediately prior to the Effective Time, Time shall be become the certificate Certificate of incorporation Incorporation of the Surviving CorporationCorporation after the Effective Time, until and thereafter may be amended in accordance with the provisions thereof as provided therein and hereof as permitted by law and applicable lawthis Agreement. (b) Subject to the provisions of Section 6.01 of this Agreement, the byThe By-laws Laws of the Purchaser Merger Sub as in effect at immediately prior to the Effective Time shall be become the byBy-laws Laws of the Surviving CorporationCorporation after the Effective Time, until and thereafter may be amended in accordance with the provisions thereof as provided therein and hereof as permitted by law and applicable lawthis Agreement.

Appears in 1 contract

Samples: Merger Agreement (Jacor Communications Inc)

Certificate of Incorporation and By. Laws of the Surviving CorporationLAWS OF THE SURVIVING CORPORATION. (a) The certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation, Corporation until thereafter amended in accordance with the provisions thereof and hereof and applicable lawLaw. (b) Subject to the provisions of Section 6.01 of this Agreement, the The by-laws of the Purchaser Company in effect at immediately prior to the Effective Time shall be the by-laws of the Surviving Corporation, Corporation until thereafter amended in accordance with the provisions thereof and hereof and applicable lawLaw.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Big Flower Holdings Inc/)

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Certificate of Incorporation and By. Laws of the Surviving CorporationLAWS OF SURVIVING CORPORATION. (a) The certificate Certificate of incorporation Incorporation of Capstone, as in effect immediately prior to the Effective Time and with such amendments thereto as set forth in Exhibit C hereto, incorporated herein by reference, shall be the Certificate of Incorporation of the CompanySurviving Corporation until thereafter amended as provided by law. (b) The By-laws of Capstone, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation, until thereafter amended in accordance with the provisions thereof and hereof and applicable law. (b) Subject to the provisions of Section 6.01 of this Agreement, the by-laws of the Purchaser in effect at the Effective Time shall be the byBy-laws of the Surviving Corporation, Corporation until thereafter amended in accordance with the provisions thereof and hereof and applicable as provided by law.

Appears in 1 contract

Samples: Merger Agreement (Beverly Enterprises Inc /De/)

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