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

Certificate of Incorporation and Bylaws of the Surviving Corporation. The Certificate of Incorporation of Merger Sub in effect immediately prior to the Effective Time shall be the Certificate of Incorporation of the Surviving Corporation (except that the name of Merger Sub shall be changed to "Metro Networks, Inc.", until amended in accordance with such Certificate of Incorporation and the DGCL. The Bylaws of Merger Sub in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation, until amended in accordance with such Bylaws and the DGCL.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Metro Networks Inc), Agreement and Plan of Merger (Westwood One Inc /De/)

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Certificate of Incorporation and Bylaws of the Surviving Corporation. (a) The Certificate of Incorporation of Merger Sub Sub, as in effect immediately prior to the Effective Time Time, shall be the Certificate of Incorporation of the Surviving Corporation (except that the name of Merger Sub shall be changed to "Metro Networks, Inc.", until duly amended in accordance with such applicable Law and the Surviving Corporation’s Certificate of Incorporation and the DGCL. The Bylaws of Merger Sub in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation, until amended in accordance with such Bylaws and the DGCLBylaws.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Allion Healthcare Inc), Agreement and Plan of Merger (Allion Healthcare Inc)

Certificate of Incorporation and Bylaws of the Surviving Corporation. The Certificate (a) At the Effective Time, the certificate of Incorporation incorporation of Merger Sub Sub, as in effect immediately prior to the Effective Time Time, shall be the Certificate certificate of Incorporation incorporation of the Surviving Corporation (except that the name of Merger Sub shall be changed to "Metro Networks, Inc.", until thereafter amended in accordance with such Certificate of Incorporation the provisions thereof and the DGCL. The Bylaws of Merger Sub in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation, until amended in accordance with such Bylaws and the DGCLapplicable Law.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (McMoran Exploration Co /De/), Agreement and Plan of Merger (Freeport McMoran Copper & Gold Inc)

Certificate of Incorporation and Bylaws of the Surviving Corporation. The (a) At the Effective Time, 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 (Corporation, except that Section 1 of the name of Merger Sub shall be changed to "Metro Networks, Inc.", until amended in accordance with such and restated Certificate of Incorporation and the DGCL. The Bylaws of Merger Sub in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation, until amended in accordance with such Bylaws and instead of reading the DGCL.same as Section 1 of the Certificate of Incorporation of Merger Sub, shall read as follows: “The name of this corporation is “Multi-Shot, Inc.”

Appears in 2 contracts

Samples: Agreement and Plan of Merger (JK Acquisition Corp.), Agreement and Plan of Merger (JK Acquisition Corp.)

Certificate of Incorporation and Bylaws of the Surviving Corporation. The (a) From and after the Effective Time and until further amended in accordance with applicable Law, the Certificate of Incorporation of Company Merger Sub as in effect immediately prior to the Effective Time shall be the Certificate of Incorporation of the Surviving Corporation (except Corporation; provided that such Certificate of Incorporation shall be amended to reflect that the name of Merger Sub the Surviving Corporation shall be changed to "Metro Networks, “CH Autotech USA Inc.", until amended in accordance with such Certificate of Incorporation and the DGCL. The Bylaws of Merger Sub in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation, until amended in accordance with such Bylaws and the DGCL.

Appears in 2 contracts

Samples: Amended and Restated Agreement and Plan of Merger (Mountain Crest Acquisition Corp. IV), Agreement and Plan of Merger (Mountain Crest Acquisition Corp. IV)

Certificate of Incorporation and Bylaws of the Surviving Corporation. (a) The Certificate certificate of Incorporation incorporation of Merger Sub as in effect immediately prior to at the Effective Time shall be the Certificate certificate of Incorporation incorporation of the Surviving Corporation (except that the name of Merger Sub shall be changed to "Metro Networks, Inc.", until thereafter amended in accordance with such Certificate of Incorporation the provisions thereof and the DGCL. The Bylaws provisions of Merger Sub this Agreement and applicable Law, in effect immediately prior to each case consistent with the Effective Time shall be obligations set forth in Section 5.9; provided, however, that Article I of the Bylaws certificate of incorporation of the Surviving Corporation, until Corporation shall be amended in accordance with such Bylaws and its entirety to read as follows: “The name of the DGCLcorporation is WJ Communications, Inc.”.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Wj Communications Inc), Agreement and Plan of Merger (Triquint Semiconductor Inc)

Certificate of Incorporation and Bylaws of the Surviving Corporation. The (a) At the Effective Time, the Certificate of Incorporation of the Company as the Surviving Corporation shall be amended and restated to read the same as the Certificate of Incorporation of Merger Sub as in effect immediately prior to the Effective Time shall be Time, except that Section 1 of the amended and restated Certificate of Incorporation of the Surviving Corporation (except that Corporation, instead of reading the name same as Section 1 of Merger Sub shall be changed to "Metro Networks, Inc.", until amended in accordance with such the Certificate of Incorporation and the DGCL. The Bylaws of Merger Sub in effect immediately prior to the Effective Time Sub, shall be the Bylaws read as follows: “The name of the Surviving Corporationthis corporation is iLoop Mobile, until amended in accordance with such Bylaws and the DGCL.Inc.”

Appears in 2 contracts

Samples: Amended and Restated Agreement and Plan of Merger (Lenco Mobile Inc.), Agreement and Plan of Merger and Reorganization (Lenco Mobile Inc.)

Certificate of Incorporation and Bylaws of the Surviving Corporation. The Certificate (a) At the Effective Time and without any further action on the part of Incorporation the Company or Merger Sub, the certificate of incorporation of the Surviving Corporation shall be amended and restated in its entirety to be in the form of the certificate of incorporation of Merger Sub in effect immediately prior to the Effective Time shall be Time, but reflecting any necessary amendments to reflect the Certificate of Incorporation name of the Surviving Corporation (except that the name of Merger Sub shall be changed to "Metro Networksbeing “Pond5, Inc.", until duly amended in accordance with such Certificate of Incorporation and the DGCL. The Bylaws of Merger Sub in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation, until amended in accordance with such Bylaws and the DGCLapplicable Law.

Appears in 1 contract

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

Certificate of Incorporation and Bylaws of the Surviving Corporation. The (a) At the Effective Time, the Certificate of Incorporation of the Company as the Surviving Corporation shall be amended and restated to read the same as the Certificate of Incorporation of Merger Sub as in effect immediately prior to the Effective Time shall be Time, except that Section 1 of the amended and restated Certificate of Incorporation of the Surviving Corporation (except that Corporation, rather than reading the name same as Section 1 of Merger Sub shall be changed to "Metro Networks, Inc.", until amended in accordance with such the Certificate of Incorporation and the DGCL. The Bylaws of Merger Sub in effect immediately prior to the Effective Time Sub, shall be the Bylaws read as follows: “The name of the Surviving Corporationthis corporation is fusionOne, until amended in accordance with such Bylaws and the DGCL.Inc.”

Appears in 1 contract

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

Certificate of Incorporation and Bylaws of the Surviving Corporation. The (a) At the Effective Time, the Certificate of Incorporation of the Merger Sub as in effect immediately prior to the Effective Time Time, shall be the certificate of incorporation for the Surviving Corporation except that Section 1 of the amended and restated Certificate of Incorporation of the Surviving Corporation, instead of reading the same as Section 1 of the Certificate of Incorporation of the Surviving Corporation (except that the name of Merger Sub shall be changed to "Metro Networksread as follows: “The name of this corporation is Procuri, Inc.", until amended in accordance with such Certificate of Incorporation and the DGCL. The Bylaws of Merger Sub in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation, until amended in accordance with such Bylaws and the DGCL.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Ariba Inc)

Certificate of Incorporation and Bylaws of the Surviving Corporation. The Certificate (a) At the Effective Time and without any further action on the part of Incorporation the Company or Merger Sub, the provisions of the certificate of incorporation of Merger Sub Sub, as in effect immediately prior to the Effective Time Time, but reflecting any necessary amendments to reflect the provisions of Section 5.8, shall be become the Certificate provisions of Incorporation the certificate of incorporation of the Surviving Corporation (except that as of the name of Merger Sub shall be changed to "Metro Networks, Inc."Effective Time, until duly amended in accordance with such Certificate of Incorporation and the DGCL. The Bylaws of Merger Sub in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation, until amended in accordance with such Bylaws and the DGCLapplicable Law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Universal Health Services Inc)

Certificate of Incorporation and Bylaws of the Surviving Corporation. 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 (except that until thereafter changed or amended as provided therein, pursuant to the name Certificate of Merger Sub shall be changed to "Metro NetworksMerger, Inc.", until amended or in accordance with such Certificate of Incorporation and the DGCLapplicable Law. The Bylaws of Merger Sub as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation, Corporation until thereafter changed or amended as provided therein or in accordance with such Bylaws and the DGCLapplicable Law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Trizetto Group Inc)

Certificate of Incorporation and Bylaws of the Surviving Corporation. The At the Effective Time, (i) 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 Corporation, and (except that ii) the name of Merger Sub shall be changed to "Metro Networks, Inc.", until amended in accordance with such Certificate of Incorporation and the DGCL. The Bylaws of Merger Sub as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving CorporationCorporation until thereafter amended as provided by law, until amended in accordance with the Certificate of Incorporation of the Surviving Corporation and such Bylaws and the DGCLBylaws.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Appnet Systems Inc)

Certificate of Incorporation and Bylaws of the Surviving Corporation. The Certificate (a) At the Effective Time, the certificate of Incorporation incorporation of Merger Sub as in effect immediately prior to the Effective Time shall be the Certificate certificate of Incorporation incorporation of the Surviving Corporation (except that the name of Merger Sub shall be changed to "Metro Networks, Inc.", until thereafter amended in accordance with such Certificate of Incorporation the provisions thereof and hereof and applicable Law, in each case consistent with the DGCL. The Bylaws of Merger Sub obligations set forth in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation, until amended in accordance with such Bylaws and the DGCLSection 5.8.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Forestar Group Inc.)

Certificate of Incorporation and Bylaws of the Surviving Corporation. The (a) At the Effective Time, the Certificate of Incorporation of the Company as the Surviving Corporation shall be amended and restated to read the same as the Certificate of Incorporation of Merger Sub as in effect immediately prior to the Effective Time shall be Time, except that Section 1 of the amended and restated Certificate of Incorporation of the Surviving Corporation (except that Corporation, instead of reading the name same as Section 1 of Merger Sub shall be changed to "Metro Networks, Inc.", until amended in accordance with such the Certificate of Incorporation and the DGCL. The Bylaws of Merger Sub in effect immediately prior to the Effective Time Sub, shall be the Bylaws read as follows: “The name of the Surviving Corporationthis corporation is M-Factor, until amended in accordance with such Bylaws and the DGCLInc.”.

Appears in 1 contract

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

Certificate of Incorporation and Bylaws of the Surviving Corporation. The (a) At the Effective Time, the Certificate of Incorporation of Merger Sub as currently in effect immediately prior to the Effective Time shall be the Certificate of Incorporation of the Surviving Corporation (Corporation, except that Section 1 of the name of Merger Sub shall be changed to "Metro Networks, Inc.", until amended in accordance with such and restated Certificate of Incorporation and the DGCL. The Bylaws of Merger Sub in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation, until amended in accordance with such Bylaws and instead of reading the DGCL.same as Section 1 of the Certificate of Incorporation of Merger Sub, shall read as follows: “The name of this corporation is “Multi-Shot, Inc.”

Appears in 1 contract

Samples: Second Amended and Restated Agreement and Plan of Merger (JK Acquisition Corp.)

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Certificate of Incorporation and Bylaws of the Surviving Corporation. The At the Effective Time, (a) the Certificate of Incorporation of Merger Sub Sub, as in effect immediately prior to the Effective Time Time, shall be the Certificate of Incorporation of the Surviving Corporation (except that the name of Merger Sub shall be changed to "Metro Networks, Inc."Corporation, until amended in accordance with such Certificate the provisions thereof and of Incorporation applicable law, and (b) the DGCL. The Bylaws of Merger Sub Sub, as in effect immediately prior to the Effective Time Time, shall be the Bylaws of the Surviving Corporation, until amended in accordance with such Bylaws the provisions thereof and of the DGCLCertificate of Incorporation of the Surviving Corporation and of applicable law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Powersecure International, Inc.)

Certificate of Incorporation and Bylaws of the Surviving Corporation. The (a) At the Effective Time, the Certificate of Incorporation of the Company as the Surviving Corporation shall be amended and restated to read the same as the Certificate of Incorporation of Merger Sub as in effect immediately prior to the Effective Time shall be Time, except that Article 1 of the amended and restated Certificate of Incorporation of the Surviving Corporation (except that Corporation, instead of reading the name same as Article 1 of Merger Sub shall be changed to "Metro Networks, Inc.", until amended in accordance with such the Certificate of Incorporation and the DGCL. The Bylaws of Merger Sub in effect immediately prior to the Effective Time Sub, shall be the Bylaws read as follows: “The name of the Surviving Corporationthis corporation is Cerberian, until amended in accordance with such Bylaws and the DGCL.Inc.”

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Blue Coat Systems Inc)

Certificate of Incorporation and Bylaws of the Surviving Corporation. The (a) At the Effective Time, the Certificate of Incorporation of Merger Sub in effect immediately prior to the Effective Time shall be the Certificate of Incorporation of the Surviving Corporation (except that the name of Merger Sub shall be changed to "Metro Networks, Inc.", until amended in accordance with such Certificate of Incorporation and the DGCL. The Bylaws of Merger Sub in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation, until amended in accordance with such Bylaws and the DGCL.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Blue Coat Systems Inc)

Certificate of Incorporation and Bylaws of the Surviving Corporation. The At the Effective Time and without further action on the part of the parties hereto, (i) the Certificate of Incorporation of Merger Sub in effect immediately prior to the Effective Time shall will be the Certificate of Incorporation of the Surviving Corporation Corporation, and (except that ii) the name of Merger Sub shall be changed to "Metro Networks, Inc.", until amended in accordance with such Certificate of Incorporation and the DGCL. The Bylaws of Merger Sub in effect immediately prior to the Effective Time shall will be the Bylaws of the Surviving Corporation, until amended in accordance with such Bylaws and the DGCL.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Tangoe Inc)

Certificate of Incorporation and Bylaws of the Surviving Corporation. The Certificate of Incorporation of Merger Sub in effect immediately prior to (a) From and after the Effective Time shall be and until further amended in accordance with applicable Law, the Certificate of Incorporation of the Surviving Corporation (except that shall be amended to be identical to the name Certificate of Incorporation of Merger Sub shall be changed to "Metro Networks, Inc.", until amended in accordance with such Certificate of Incorporation and the DGCL. The Bylaws of Merger Sub as in effect immediately prior to the Effective Time Time; provided, that such Certificate of Incorporation shall be amended to reflect that the Bylaws name of the Surviving CorporationCorporation shall be “Tango Therapeutics, until amended in accordance with such Bylaws and the DGCL.Inc.”

Appears in 1 contract

Samples: Agreement and Plan of Merger (BCTG Acquisition Corp.)

Certificate of Incorporation and Bylaws of the Surviving Corporation. The (a) From and after the Effective Time and until further amended in accordance with applicable Law, 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 (except provided, that such Certificate of Incorporation shall be amended to reflect that the name of Merger Sub the Surviving Corporation shall be changed to "Metro Networks, “Enovix Operations Inc.", until amended in accordance with such Certificate of Incorporation and the DGCL. The Bylaws of Merger Sub in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation, until amended in accordance with such Bylaws and the DGCL.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Rodgers Silicon Valley Acquisition Corp)

Certificate of Incorporation and Bylaws of the Surviving Corporation. The (a) From and after the Effective Time and until further amended in accordance with applicable Law, 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 (except Corporation; provided, that such Certificate of Incorporation shall be amended to reflect that the name of Merger Sub the Surviving Corporation shall be changed to "Metro Networks“Better Therapeutics OpCo, Inc.", until amended in accordance with such Certificate of Incorporation and the DGCL. The Bylaws of Merger Sub in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation, until amended in accordance with such Bylaws and the DGCL.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Mountain Crest Acquisition Corp II)

Certificate of Incorporation and Bylaws of the Surviving Corporation. The (a) From and after the Effective Time and until further amended in accordance with applicable Law, 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 (except Corporation; provided, that such Certificate of Incorporation shall be amended to reflect that the name of Merger Sub the Surviving Corporation shall be changed to "Metro Networks“Playboy Enterprises, Inc.", until amended in accordance with such Certificate of Incorporation and the DGCL. The Bylaws of Merger Sub in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation, until amended in accordance with such Bylaws and the DGCL.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Mountain Crest Acquisition Corp.)

Certificate of Incorporation and Bylaws of the Surviving Corporation. The Certificate of Incorporation of Merger Sub as in effect immediately prior to the Effective Time shall be the Certificate Articles of Incorporation of the Surviving Corporation (except that until thereafter changed or amended as provided therein, pursuant to the name Articles of Merger Sub shall be changed to "Metro NetworksMerger, Inc.", until amended or in accordance with such Certificate of Incorporation and the DGCLapplicable Law. The Bylaws of Merger Sub as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation, Corporation until thereafter changed or amended as provided therein or in accordance with such Bylaws and the DGCLapplicable Law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Trizetto Group Inc)

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