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 (Corel Corp), Merger Agreement (Inprise Corp)
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: Agreement and Plan of Merger (U S Wireless Data Inc), Agreement and Plan of Merger (Fpa Medical Management Inc), Agreement and Plan of Merger (Ahi Healthcare Systems 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, amended; 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 Bylawsamended.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Radiance Medical Systems Inc /De/), Agreement and Plan of Merger (Cardiovascular Dynamics 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: Agreement and Plan of Merger (Food Lion Inc), Agreement and Plan of Merger (Kash N Karry Food Stores Inc)
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 H 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 Incorporation, applicable 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 lawapplicable Law, the Certificate of Incorporation of the Surviving Corporation and such Bylaws.
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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: Agreement and Plan of Merger (Titanium Asset Management Corp)
Certificate of Incorporation and Bylaws of the Surviving Corporation. (a) At the Effective Time, (i) the Certificate of Incorporation of the Company shall be amended to read in its entirety as the Certificate of Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, provided that the name of the Surviving Corporation shall be as may be set forth by Parent, and as so amended shall be the Certificate of Incorporation of the Surviving Corporation shall be until duly amended to read in its entirety (except for accordance with applicable law and the corporate name) as set forth in the Surviving Corporation’s 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 1 contract
Samples: Agreement and Plan of Merger (Borland Software Corp)
Certificate of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time, (i) the Certificate The certificate of Incorporation incorporation of the Surviving Corporation Company shall be amended and restated at the Effective Time to read in its entirety (except for the corporate name) as set forth in the Certificate form of Incorporation Exhibit B and, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation (the “Surviving Corporation Charter”) until thereafter amended as provided therein or by applicable law and Parent and the Surviving Corporation shall cause the bylaws of Merger Sub as in effect immediately prior to the Effective Time to become the by-laws of the Surviving Corporation (the “Surviving Corporation By-Laws”), until thereafter amended as provided therein or 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 applicable law, the Certificate of Incorporation of the Surviving Corporation and such Bylaws.
Appears in 1 contract
Samples: Acquisition Agreement (Collectable Sports Assets, LLC)
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.
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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 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
