Common use of Certificate of Incorporation and Bylaws; Directors and Officers Clause in Contracts

Certificate of Incorporation and Bylaws; Directors and Officers. (a) The certificate of incorporation of the Surviving Corporation shall be amended and restated immediately after the Effective Time to conform to the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time, except that the name of the Surviving Corporation shall be "Jumptap, Inc.".

Appears in 1 contract

Samples: Escrow Agreement (Millennial Media Inc.)

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Certificate of Incorporation and Bylaws; Directors and Officers. (a) The certificate Certificate of incorporation Incorporation of the Surviving Corporation shall be amended and restated immediately after in its entirety pursuant to the Merger at the Effective Time or immediately thereafter to conform to the certificate Certificate of incorporation Incorporation of Merger Sub as in effect immediately prior to the Effective Time, except that the name of the Surviving Corporation shall be "Jumptap“Compellent Technologies, Inc.".

Appears in 1 contract

Samples: Agreement and Plan of Merger (Compellent Technologies Inc)

Certificate of Incorporation and Bylaws; Directors and Officers. (a) The certificate of incorporation of the Surviving Corporation shall be amended and restated immediately after the Effective Time to conform to the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time, except that the name of the Surviving Corporation shall be "Jumptap“Metaresolver, Inc.".

Appears in 1 contract

Samples: Agreement and Plan of Merger (Millennial Media Inc.)

Certificate of Incorporation and Bylaws; Directors and Officers. (a) The certificate of incorporation of the Surviving Corporation shall be amended and restated immediately after as of the Effective Time to conform to the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective TimeTime until amended in accordance with the DGCL, except that the certificate of incorporation shall be amended to change the name of the Surviving Corporation shall be "Jumptapto “Counsyl, Inc.".

Appears in 1 contract

Samples: Agreement and Plan of Merger (Myriad Genetics Inc)

Certificate of Incorporation and Bylaws; Directors and Officers. (a) The i)The certificate of incorporation of the Surviving Corporation shall be amended and restated immediately after as of the Effective Time to conform to the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective TimeTime until amended in accordance with the DGCL, except that the certificate of incorporation shall be amended to change the name of the Surviving Corporation shall be "Jumptapto “ACell, Inc.".

Appears in 1 contract

Samples: Agreement and Plan of Merger (Integra Lifesciences Holdings Corp)

Certificate of Incorporation and Bylaws; Directors and Officers. (a) The At the Effective Time, the certificate of incorporation of the Surviving Corporation shall be amended and restated immediately after at and as of the Effective Time to conform to read as did the certificate of incorporation of the Merger Sub as in effect immediately prior to the Effective Time, Time (except that the name of the Surviving Corporation shall will be "Jumptap“Premier Healthcare Exchange, Inc."”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Performant Financial Corp)

Certificate of Incorporation and Bylaws; Directors and Officers. (a) The At the Effective Time, the certificate of incorporation of the Surviving Corporation shall be amended and restated immediately after the Effective Time to conform to as set forth in Exhibit B and, as so amended and restated, such certificate of incorporation shall be the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time, except that the name of the Surviving Corporation shall be "JumptapCorporation, Inc."until thereafter changed or amended as provided therein or permitted by applicable Law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Bioverativ Inc.)

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Certificate of Incorporation and Bylaws; Directors and Officers. (a) The certificate Certificate of incorporation Incorporation of the Surviving Corporation shall be amended and restated immediately after as of the Effective Time Time, by virtue of the Merger and without any action on the part of Merger Sub or the Company, to conform be identical to the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time, except that until thereafter amended in accordance with the name of the Surviving Corporation shall be "Jumptap, Inc."DGCL and as provided in such organization document.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Clarient, Inc)

Certificate of Incorporation and Bylaws; Directors and Officers. (a) The At the Effective Time, the certificate of incorporation of the Surviving Corporation shall be amended and restated immediately after in its entirety to contain the Effective Time to conform to provisions set forth in the certificate of incorporation of Merger Sub Sub, as in effect immediately prior to the Effective Time, except that the name of the Surviving Corporation shall be "Jumptap, Inc."until thereafter changed or amended as provided therein or by applicable Law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Snipp Interactive Inc.)

Certificate of Incorporation and Bylaws; Directors and Officers. (a) The certificate of incorporation of the Surviving Corporation shall be amended and restated immediately after as of the Effective Time in a form acceptable to Parent and the bylaws of the Surviving Corporation shall be amended and restated as of the Effective Time to conform to the certificate of incorporation bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that the name of the Surviving Corporation shall be "Jumptap, Inc.".

Appears in 1 contract

Samples: Agreement and Plan of Merger (Vir Biotechnology, Inc.)

Certificate of Incorporation and Bylaws; Directors and Officers. (a) The certificate of incorporation of the Surviving Corporation shall be amended and restated immediately after as of the Effective Time to conform to the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time, except that the name of the Surviving Corporation shall be "Jumptap“Cardiva Medical, Inc.".

Appears in 1 contract

Samples: Agreement and Plan of Merger (Haemonetics Corp)

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