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

Certificate of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time, (i) the Certificate of Incorporation of the Surviving Corporation shall be amended to read in its entirety (except for the corporate name) as set forth in the Certificate of Incorporation of Sub as in effect immediately prior to the Effective Time until thereafter amended as provided by law and such Certificate of Incorporation, and (ii) the Bylaws of Sub as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation until thereafter amended as provided by law, the Certificate of Incorporation of the Surviving Corporation and such Bylaws.

Appears in 4 contracts

Samples: Merger Agreement (Corel Corp), Merger Agreement (Inprise Corp), Merger Agreement (Corel Corp)

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Certificate of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time, (i) the Certificate of Incorporation of the Surviving Corporation shall be amended to read in its entirety (except for the corporate name) as set forth in the Certificate of Incorporation of Sub as in effect immediately prior to the Effective Time shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Certificate of Incorporation, and (ii) the Bylaws of Sub as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation until thereafter amended as provided by law, the Certificate of Incorporation of the Surviving Corporation and such Bylaws.

Appears in 3 contracts

Samples: Merger Agreement (U S Wireless Data Inc), Merger Agreement (Ahi Healthcare Systems Inc), Merger Agreement (Fpa Medical Management Inc)

Certificate of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time, (i) the Certificate of Incorporation of the Surviving Corporation Company shall be amended to read in its entirety (except for the corporate name) as set forth in Exhibit B hereto and as so amended shall be the Certificate of Incorporation of Sub as in effect immediately prior to the Effective Time Surviving Corporation until thereafter amended as provided by law and such Certificate of Incorporation, and (ii) the Bylaws of Sub as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation until thereafter amended as provided by law, the Certificate of Incorporation of the Surviving Corporation and such Bylaws.

Appears in 2 contracts

Samples: Merger Agreement (Food Lion Inc), Merger Agreement (Kash N Karry Food Stores Inc)

Certificate of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time, (i) the Certificate certificate of Incorporation incorporation and bylaws of the Surviving Corporation shall be amended to read in its entirety (except for the corporate name) as set forth in the Certificate of Incorporation of Sub Company, as in effect immediately prior to the Effective Time until thereafter Time, shall be amended and restated as provided by law and such Certificate of Incorporation, and (ii) the Bylaws of Sub as in effect immediately prior to the Effective Time to be in the form of (except with respect to the name of the Company) the certificate of incorporation and bylaws of Merger Sub, and as so amended shall be the Bylaws certificate of incorporation and bylaws of the Surviving Corporation until thereafter amended as provided therein or by law, the Certificate of Incorporation of the Surviving Corporation applicable Law (and such Bylawssubject to Section 6.7 hereof).

Appears in 2 contracts

Samples: Merger Agreement (Alleghany Corp /De), Merger Agreement

Certificate of Incorporation and Bylaws of the Surviving Corporation. (a) At the Effective Time, (i) the Certificate of Incorporation of the Surviving Corporation shall be amended to read in its entirety (except for the corporate name) as set forth in the Certificate of Incorporation of Sub as in effect immediately prior to the Effective Time on Exhibit A hereto until thereafter changed or amended as provided therein or by law and such Certificate applicable law. (b) At the Effective Time, the bylaws of Incorporation, and (ii) the Bylaws of Sub as Company in effect immediately prior to the Effective Time shall be the Bylaws bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law, the Certificate of Incorporation of the Surviving Corporation and such Bylaws.

Appears in 1 contract

Samples: Merger Agreement (Suncom Wireless Holdings, Inc.)

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Certificate of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time, (ia) the Certificate of Incorporation of the Surviving Corporation shall be amended and restated to read in its entirety (except for the corporate name) as set forth in the Certificate of Incorporation of Sub as in effect immediately prior to the Effective Time until thereafter amended as provided by law and such Certificate of Incorporation, and (ii) the Bylaws of Sub as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation until thereafter amended as provided by law, the Certificate of Incorporation of the Company read immediately prior to the Effective Time, as amended in the form attached hereto as Exhibit A, and (b) the bylaws of the Surviving Corporation and such Bylawsshall be amended so as to read in their entirety as the bylaws of the Company read immediately prior to the Effective Time, as amended in the form attached hereto as Exhibit B, until thereafter amended in accordance with applicable Law.

Appears in 1 contract

Samples: Merger Agreement (Titanium Asset Management Corp)

Certificate of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time, (ia) the Certificate of Incorporation of the Surviving Corporation shall be amended to read and restated in its entirety (except for the corporate name) to conform to Exhibit F attached to this Agreement and, as set forth in so amended, shall become the Certificate of Incorporation of Sub as the Surviving Corporation, until the same shall be amended in effect immediately prior to the Effective Time until thereafter amended as provided by law accordance with its terms and such Certificate of Incorporationapplicable Law, and (iib) the Bylaws of Merger Sub as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation until thereafter amended as provided by lawLaw, the Certificate of Incorporation of the Surviving Corporation and such Bylaws.

Appears in 1 contract

Samples: Merger Agreement (Allergan Inc)

Certificate of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time, (i) the Certificate of Incorporation of the Surviving Corporation shall be amended to read in its entirety (except for the corporate name) as set forth in the Certificate of Incorporation of Sub as in effect immediately prior to the Effective Time shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Certificate of Incorporation, provided that the name of Sub shall be changed to the name of the Company, and (ii) the Bylaws of Sub as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation until thereafter amended as provided by law, the Certificate of Incorporation of the Surviving Corporation and such Bylaws.

Appears in 1 contract

Samples: Merger Agreement (Carson Inc)

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