Common use of Certificate of Incorporation and Bylaws of the Surviving Corporation Clause in Contracts

Certificate of Incorporation and Bylaws of the Surviving Corporation. (a) The certificate of incorporation of the Purchaser, 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 6.05 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 4 contracts

Samples: Merger Agreement (Jevic Transportation Inc), Merger Agreement (Jevic Transportation Inc), Merger Agreement (JPF Acquisition Corp)

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Certificate of Incorporation and Bylaws of the Surviving Corporation. (a) The certificate Certificate of incorporation Incorporation of the Purchaser, as in effect immediately prior to the Effective Time, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation, Corporation until thereafter amended amended, subject to the provisions of Section 6.6 of this Agreement, in accordance with the provisions thereof and hereof and applicable lawLaw. (b) Subject The Bylaws of the Purchaser, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until amended, subject to the provisions of Section 6.05 6.6 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 lawLaw.

Appears in 3 contracts

Samples: Merger Agreement (Danaher Corp /De/), Merger Agreement (Danaher Corp /De/), Merger Agreement (Sybron Dental Specialties Inc)

Certificate of Incorporation and Bylaws of the Surviving Corporation. (a) The At the Effective Time, the certificate of incorporation of the Purchaser, Company as in effect immediately prior to the Effective Time, Time shall be the certificate of incorporation of the Surviving Corporation, Corporation until thereafter duly amended in accordance with the provisions thereof and hereof such certificate of incorporation and applicable lawLaw. (b) Subject to At the provisions of Section 6.05 of this AgreementEffective Time, the by-laws bylaws of the Purchaser Company as in effect at immediately prior to the Effective Time shall be the by-laws bylaws of the Surviving Corporation until thereafter duly amended in accordance with the certificate of incorporation of the Surviving Corporation, until thereafter amended in accordance with the provisions thereof and hereof such bylaws and applicable lawLaw.

Appears in 3 contracts

Samples: Merger Agreement (Fairpoint Communications Inc), Merger Agreement (Verizon Communications Inc), Merger Agreement (Frontier Communications Corp)

Certificate of Incorporation and Bylaws of the Surviving Corporation. (a) The certificate of incorporation of the PurchaserCompany, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation, Corporation until thereafter amended amended, subject to the provisions of Section 6.6 of this Agreement, in accordance with the provisions thereof and hereof and applicable lawLaw. (b) Subject to the provisions of Section 6.05 of this Agreement, the by-laws The bylaws of the Purchaser in effect at the Effective Time shall be the by-laws bylaws of the Surviving CorporationCorporation until amended, until thereafter amended subject to the provisions of Section 6.6 of this Agreement, in accordance with the provisions thereof and hereof and applicable lawLaw.

Appears in 2 contracts

Samples: Merger Agreement (Danaher Corp /De/), Merger Agreement (Microtest Inc)

Certificate of Incorporation and Bylaws of the Surviving Corporation. (a) The certificate of incorporation and bylaws of the Purchaser, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation and bylaws of the Surviving Corporation, Corporation until thereafter amended in accordance with the provisions thereof and hereof and as provided therein or by applicable lawLaw (but subject to Section 5.7). (b) Subject to the provisions of Section 6.05 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 (Collagenex Pharmaceuticals Inc), Merger Agreement (Galderma Laboratories, Inc.)

Certificate of Incorporation and Bylaws of the Surviving Corporation. (a) The certificate Certificate of incorporation Incorporation of the PurchaserCompany, 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.Effective (b) Subject to the provisions of Section 6.05 of this Agreement, the byThe By-laws Laws of the Purchaser in effect at the Effective Time shall be the byBy-laws Laws of the Surviving CorporationCorporation until amended, until thereafter amended subject to the provisions of Section 6.06 of this Agreement, in accordance with the provisions thereof and hereof and applicable law.

Appears in 2 contracts

Samples: Merger Agreement (Eaton Corp), Merger Agreement (Fusion Systems Corp)

Certificate of Incorporation and Bylaws of the Surviving Corporation. (a) The certificate Certificate of incorporation Incorporation of the Purchaser, 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 6.05 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 2 contracts

Samples: Merger Agreement (Clear Channel Communications Inc), Merger Agreement (Amfm Inc)

Certificate of Incorporation and Bylaws of the Surviving Corporation. (a) The certificate Amended and Restated Certificate of incorporation Incorporation of the Purchaser, Company as in effect immediately prior to the Effective Time, Time shall be 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 6.05 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 2 contracts

Samples: Agreement and Plan of Merger (Clear Channel Communications Inc), Merger Agreement (SFX Entertainment Inc)

Certificate of Incorporation and Bylaws of the Surviving Corporation. (a) The Subject to Section 5.10 of this Agreement, at the Effective Time, the restated certificate of incorporation and the bylaws of the PurchaserCompany, in each case, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation and bylaws of the Surviving Corporation, Company until thereafter amended in accordance with the provisions thereof and hereof and as provided therein or by applicable lawLaw. (b) Subject to the provisions of Section 6.05 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 1 contract

Samples: Merger Agreement (BMP Sunstone CORP)

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Certificate of Incorporation and Bylaws of the Surviving Corporation. (a) The certificate Certificate of incorporation Incorporation of the Purchaser, as in effect immediately prior to the Effective Time, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation, Corporation until thereafter amended in accordance with the provisions thereof and hereof and applicable law. (b) Subject to the provisions of Section 6.05 6.06 of this Agreement, the byBy-laws Laws of the Purchaser in effect at the Effective Time shall be the byBy-laws Laws of the Surviving Corporation, Corporation until thereafter amended in accordance with the provisions thereof and hereof and applicable law.

Appears in 1 contract

Samples: Merger Agreement (3-D Geophysical Inc)

Certificate of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time, (a) The certificate the Certificate of incorporation Incorporation of the PurchaserMerger Sub, as in effect 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 of applicable law. , and (b) Subject the Bylaws of Merger Sub, as in effect immediately prior to the provisions of Section 6.05 of this AgreementEffective Time, the by-laws of the Purchaser in effect at the Effective Time shall be the by-laws Bylaws of the Surviving Corporation, until thereafter amended in accordance with the provisions thereof and hereof of the Certificate of Incorporation of the Surviving Corporation and of applicable law.

Appears in 1 contract

Samples: Merger Agreement (Powersecure International, Inc.)

Certificate of Incorporation and Bylaws of the Surviving Corporation. (a) The certificate of incorporation of the PurchaserCompany, 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 as provided therein or by applicable lawLaw. (b) Subject to the provisions of Section 6.05 of this Agreement5.7(b), the by-laws of the Purchaser in effect at the Effective Time Time, the bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the by-laws bylaws of the Surviving Corporation, Corporation until thereafter amended in accordance with the provisions thereof and hereof and as provided therein or by applicable lawLaw.

Appears in 1 contract

Samples: Merger Agreement (Liposcience Inc)

Certificate of Incorporation and Bylaws of the Surviving Corporation. (a) The certificate Restated Certificate of incorporation Incorporation of the PurchaserCompany, as in effect immediately prior to the Effective Time, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation, Corporation until thereafter amended in accordance with the provisions thereof and hereof and applicable law. (b) Subject The Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation, subject to the provisions of Section 6.05 5.07(a) 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 1 contract

Samples: Merger Agreement (Concerto Software Inc)

Certificate of Incorporation and Bylaws of the Surviving Corporation. β€Œ (a) The At the Effective Time, the certificate of incorporation of the Purchaser, Company as in effect immediately prior to the Effective Time, Time shall be the certificate of incorporation of the Surviving Corporation, Corporation until thereafter duly amended in accordance with the provisions thereof and hereof such certificate of incorporation and applicable lawLaw. (b) Subject to At the provisions of Section 6.05 of this AgreementEffective Time, the by-laws bylaws of the Purchaser Company as in effect at immediately prior to the Effective Time shall be the by-laws bylaws of the Surviving Corporation until thereafter duly amended in accordance with the certificate of incorporation of the Surviving Corporation, until thereafter amended in accordance with the provisions thereof and hereof such bylaws and applicable lawLaw.

Appears in 1 contract

Samples: Merger Agreement

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