Certificate of Incorporation and Bylaws. (a) The certificate of incorporation of the Company in effect immediately prior to the Effective Time shall be the certificate of incorporation of the Surviving Corporation until duly amended or repealed. (b) The bylaws of the Company in effect immediately prior to the Effective Time shall be the bylaws of the Surviving Corporation until duly amended or repealed.
Appears in 25 contracts
Samples: Merger Agreement, Merger Agreement (U.S. Rare Earth Minerals, Inc), Merger Agreement (First Harvest Corp.)
Certificate of Incorporation and Bylaws. (a) The certificate Certificate of incorporation Incorporation of the Company (the "Certificate of Incorporation"), as in effect immediately prior to the Effective Time Time, shall be the certificate of incorporation of the Surviving Corporation until duly thereafter changed or amended as provided therein or repealedby applicable law.
(b) The bylaws of the Company (the "Bylaws") as in effect immediately prior to the Effective Time shall be the bylaws of the Surviving Corporation Corporation, until duly thereafter changed or amended as provided therein or repealedby applicable law.
Appears in 5 contracts
Samples: Merger Agreement (Corange LTD), Merger Agreement (Johnson & Johnson), Merger Agreement (Femrx Inc)
Certificate of Incorporation and Bylaws. (a) The certificate At the Effective Time, the Certificate of incorporation Incorporation and Bylaws of the Company First Place, as in effect immediately prior to the Effective Time Time, shall be the certificate Certificate of incorporation Incorporation and Bylaws of the Surviving Corporation until duly thereafter changed or amended as provided therein or repealedby applicable law.
(b) The bylaws of the Company in effect immediately prior to the Effective Time shall be the bylaws of the Surviving Corporation until duly amended or repealed.
Appears in 5 contracts
Samples: Merger Agreement (First Place Financial Corp /De/), Merger Agreement (Camco Financial Corp), Merger Agreement (First Place Financial Corp /De/)
Certificate of Incorporation and Bylaws. (a) The certificate At the Effective Time, the Certificate of incorporation Incorporation and the Bylaws of the Company Subsidiary, as in effect immediately prior to the Effective Time Time, shall be the certificate Certificate of incorporation Incorporation and Bylaws of the Surviving Corporation until duly amended or repealedCorporation.
(b) The bylaws of the Company in effect immediately prior to the Effective Time shall be the bylaws of the Surviving Corporation until duly amended or repealed.
Appears in 4 contracts
Samples: Merger Agreement (Reit Americas, Inc.), Merger Agreement (Cape Coastal Trading Corp), Merger Agreement (RadNet, Inc.)
Certificate of Incorporation and Bylaws. (a) The certificate Certificate of incorporation Incorporation of the Company Company, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation. The Bylaws of Purchaser as in effect immediately prior to the Effective Time shall be the certificate of incorporation Bylaws of the Surviving Corporation until duly amended or repealedCorporation.
(b) The bylaws of the Company in effect immediately prior to the Effective Time shall be the bylaws of the Surviving Corporation until duly amended or repealed.
Appears in 3 contracts
Samples: Merger Agreement (National Discount Brokers Group Inc), Merger Agreement (Deutsche Bank Ag\), Merger Agreement (Deutsche Bank Ag\)
Certificate of Incorporation and Bylaws. (a) The certificate of incorporation of the Company in effect immediately prior to the Effective Time Time, as amended in accordance with the Certificate of Merger attached hereto as Exhibit A, shall be the certificate of incorporation of the Surviving Corporation until duly amended or repealedin accordance with its terms and applicable law.
(b) The bylaws of the Company Merger Sub in effect immediately prior to the Effective Time Time, in the form attached hereto as Exhibit H, shall be the bylaws of the Surviving Corporation until duly amended or repealedin accordance with their terms and applicable law.
Appears in 3 contracts
Samples: Merger Agreement (Savia Sa De Cv), Agreement and Plan of Merger (Seminis Inc), Merger Agreement (Seminis Inc)
Certificate of Incorporation and Bylaws. (a) The certificate Certificate of incorporation Incorporation and Bylaws of the Company in effect immediately prior to the Effective Time shall be the certificate Certificate of incorporation Incorporation and Bylaws of the Surviving Corporation until duly amended or repealedCorporation.
(b) The bylaws of the Company in effect immediately prior to the Effective Time shall be the bylaws of the Surviving Corporation until duly amended or repealed.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Iwerks Entertainment Inc), Agreement and Plan of Reorganization (Showscan Entertainment Inc), Merger Agreement (Showscan Entertainment Inc)
Certificate of Incorporation and Bylaws. (a) The certificate Certificate of incorporation Incorporation of the Company in effect immediately prior to the Effective Time shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation from and after the Effective Time until duly amended or repealedin accordance with applicable law.
(b) The bylaws Bylaws of the Company Acquisition Sub in effect immediately prior to at the Effective Time shall be the bylaws Bylaws of the Surviving Corporation from and after the Effective Time until duly amended or repealedin accordance with applicable law.
Appears in 3 contracts
Samples: Merger Agreement (Score Acquisition Corp), Merger Agreement (Talley Manufacturing & Technology Inc), Agreement and Plan of Merger (Talley Industries Inc)
Certificate of Incorporation and Bylaws. (a) The certificate At the Effective Time, the Certificate of incorporation Incorporation of the Company Company, as in effect immediately prior to the Effective Time Time, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until duly amended or repealedthereafter amended.
(b) The bylaws At the Effective Time, the Bylaws of the Company Sub, as in effect immediately prior to the Effective Time Time, shall be the bylaws Bylaws of the Surviving Corporation until duly amended or repealedthereafter amended.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Affymetrix Inc), Merger Agreement (Affymetrix Inc)
Certificate of Incorporation and Bylaws. (a) The certificate Certificate --------------------------------------- of incorporation Incorporation and Bylaws of the Company Sub, as in effect immediately prior to the Effective Time Time, shall be the certificate Certificate of incorporation Incorporation and Bylaws of the Surviving Corporation until duly thereafter changed or amended as provided therein or repealedby Certificate of Incorporation and applicable law.
(b) The bylaws of the Company in effect immediately prior to the Effective Time shall be the bylaws of the Surviving Corporation until duly amended or repealed.
Appears in 3 contracts
Samples: Merger Agreement (Wolters Kluwer Nv /Adr/), Merger Agreement (Commerce Clearing House Inc), Merger Agreement (CCH Inc)
Certificate of Incorporation and Bylaws. (a) The certificate of incorporation of the Company in effect immediately prior to the Effective Time shall be the certificate of incorporation of the Surviving Corporation from and after the Effective Time until duly amended or repealedin accordance with applicable law.
(b) The bylaws of the Company Merger Subsidiary in effect immediately prior to at the Effective Time shall be the bylaws of the Surviving Corporation from and after the Effective Time until duly amended or repealedin accordance with applicable law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (JLG Industries Inc), Merger Agreement (Gradall Industries Inc)
Certificate of Incorporation and Bylaws. (a) The certificate of incorporation of the Company as in effect immediately prior to the Effective Time shall be the certificate of incorporation of the Surviving Corporation Entity, to remain unchanged until duly thereafter amended or repealedin accordance with the terms thereof and as provided by applicable law.
(b) The bylaws of the Company as in effect immediately prior to the Effective Time shall be the bylaws of the Surviving Corporation Entity, to remain unchanged until duly thereafter amended or repealedin accordance with the terms thereof and as provided by applicable law.
Appears in 2 contracts
Samples: Merger Agreement (PCI Media, Inc.), Merger Agreement (PCI Media, Inc.)
Certificate of Incorporation and Bylaws. (a) The certificate Certificate of incorporation Incorporation and Bylaws of the Company as in effect immediately prior to the Effective Time shall be the certificate Certificate of incorporation Incorporation and Bylaws of the Surviving Corporation until duly amended or repealedCorporation.
(b) The bylaws of the Company in effect immediately prior to the Effective Time shall be the bylaws of the Surviving Corporation until duly amended or repealed.
Appears in 2 contracts
Samples: Merger Agreement (McCallum Elkin), Merger Agreement (Collins & Aikman Corp)
Certificate of Incorporation and Bylaws. (a) The certificate At the Effective time, the Certificate of incorporation Incorporation of the Company (the “Company Charter”) and Bylaws of the Company (the “Bylaws”) in effect immediately prior to the Effective Time shall be the certificate Certificate of incorporation Incorporation and Bylaws of the Surviving Corporation Corporation, until duly thereafter amended or repealedin accordance with their respective terms and Applicable Law.
(b) The bylaws of the Company in effect immediately prior to the Effective Time shall be the bylaws of the Surviving Corporation until duly amended or repealed.
Appears in 2 contracts
Samples: Merger Agreement (Occupational Health & Rehabilitation Inc), Merger Agreement (Concentra Operating Corp)
Certificate of Incorporation and Bylaws. (a) The certificate Certificate of incorporation Incorporation of the Company ABP as in effect immediately prior to following the Effective Time shall be the certificate of incorporation of the Surviving Corporation until duly thereafter changed or amended as provided therein or repealedby applicable law.
(b) The bylaws of the Company ABP as in effect immediately prior to following the Effective Time shall be the bylaws of the Surviving Corporation until duly thereafter changed or amended as provided therein or repealedby applicable law.
Appears in 2 contracts
Samples: Merger Agreement (Micro Mammoth Solutions Inc), Merger Agreement (Micro Mammoth Solutions Inc)
Certificate of Incorporation and Bylaws. (a) The certificate of incorporation of the Company in effect immediately prior to the Effective Time shall be the certificate of incorporation of the Surviving Corporation until duly amended or repealedin accordance with its terms and applicable law.
(b) The bylaws of the Company Merger Sub in effect immediately prior to the Effective Time Time, in the form attached hereto as Exhibit C, shall be the bylaws of the Surviving Corporation until duly amended or repealedin accordance with their terms and applicable law.
Appears in 2 contracts
Samples: Merger Agreement (Monsanto Co /New/), Merger Agreement (Seminis Inc)
Certificate of Incorporation and Bylaws. (a) The certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.
(b) The Bylaws of the Company as in effect immediately prior to the Effective Time shall be the certificate of incorporation Bylaws of the Surviving Corporation until duly thereafter changed or amended as provided therein or repealedby applicable Law.
(b) The bylaws of the Company in effect immediately prior to the Effective Time shall be the bylaws of the Surviving Corporation until duly amended or repealed.
Appears in 2 contracts
Samples: Merger Agreement (Sand Hill It Security Acquisition Corp), Merger Agreement (Sand Hill It Security Acquisition Corp)
Certificate of Incorporation and Bylaws. (a) The certificate of incorporation and bylaws of the Company in effect immediately prior to the Effective Time shall be the certificate of incorporation of the Surviving Corporation until duly amended or repealed.
(b) The bylaws of the Company in effect immediately prior to the Effective Time shall be the and bylaws of the Surviving Corporation as of the Effective Time, until duly amended or repealedin accordance with Applicable Laws.
Appears in 2 contracts
Samples: Merger Agreement (Applera Corp), Merger Agreement (Xto Energy Inc)
Certificate of Incorporation and Bylaws. (ai) The certificate of incorporation of the Company as in effect immediately prior to the Effective Time shall be the certificate of incorporation of the Surviving Corporation Company until duly thereafter amended as provided therein or repealedby applicable law.
(bii) The bylaws of the Company as in effect immediately prior to the Effective Time shall be the bylaws of the Surviving Corporation Company until duly thereafter amended as provided therein or repealedby applicable law.
Appears in 1 contract
Samples: Merger Agreement (Zone Mining LTD)
Certificate of Incorporation and Bylaws. At the Effective Time:
(a) The certificate of incorporation of the Company Company, as in effect immediately prior to the Effective Time Time, shall be the certificate of incorporation of the Surviving Corporation until duly thereafter changed or amended as provided therein or repealedby applicable law.
(b) The bylaws of the Company Company, as in effect immediately prior to the Effective Time Time, shall be the bylaws of the Surviving Corporation until duly thereafter changed or amended as provided therein or repealedby applicable law.
Appears in 1 contract
Certificate of Incorporation and Bylaws. (a) The certificate of incorporation of the Company in effect immediately prior to the Effective Time shall shall, from and after the Effective Time be the certificate of incorporation of the Surviving Corporation Company until thereafter duly amended as provided therein or repealedby the DGCL.
(b) The bylaws of the Company in effect immediately prior to the Effective Time shall shall, from and after the Effective Time be the bylaws of the Surviving Corporation Company until duly thereafter amended as provided therein or repealedby the DGCL.
Appears in 1 contract
Samples: Merger Agreement (Vivakor, Inc.)
Certificate of Incorporation and Bylaws. (a) The certificate Certificate of incorporation Incorporation of the Company (the "CERTIFICATE OF INCORPORATION") as in effect immediately prior to the Effective Time shall be the certificate of incorporation of the Surviving Corporation Corporation, until duly amended thereafter changed or repealedamended, as provided therein or by applicable law.
(b) The bylaws Bylaws of the Company as in effect immediately prior to the Effective Time Time, shall be the bylaws Bylaws of the Surviving Corporation Corporation, until duly amended thereafter changed or repealedamended, as provided therein or by applicable law.
Appears in 1 contract
Samples: Merger Agreement (Innovative Valve Technologies Inc)
Certificate of Incorporation and Bylaws. (a) The certificate Certificate of incorporation Incorporation of the Company amended and restated as of the Effective Time in effect substantially the form set forth in Exhibit A hereto shall be the Certificate of Incorporation of the Surviving Corporation.
(b) The Bylaws of the Acquisition Subsidiary immediately prior to the Effective Time shall be the certificate of incorporation Bylaws of the Surviving Corporation until duly amended or repealed.
(b) The bylaws of the Company in effect immediately prior to the Effective Time shall be the bylaws of the Surviving Corporation until duly amended or repealed.
Appears in 1 contract
Certificate of Incorporation and Bylaws. (a) The certificate of incorporation of the Company in effect Surviving Corporation immediately prior to following the Effective Time shall be the same as the certificate of incorporation of the Surviving Corporation until duly amended or repealedPurchaser immediately prior to the Effective Time.
(b) The bylaws of the Company in effect Surviving Corporation immediately prior to following the Effective Time shall be the same as the bylaws of Purchaser immediately prior to the Surviving Corporation until duly amended or repealedEffective Time.
Appears in 1 contract
Samples: Merger Agreement (Teladoc, Inc.)
Certificate of Incorporation and Bylaws. (a) The certificate At the Effective Time, the Certificate of incorporation Incorporation and Bylaws of the Company Company, as in effect immediately prior to the Effective Time Time, shall be the certificate Certificate of incorporation Incorporation and Bylaws, respectively, of the Surviving Corporation until duly thereafter changed or amended as provided therein or repealedby applicable law.
(b) The bylaws of the Company in effect immediately prior to the Effective Time shall be the bylaws of the Surviving Corporation until duly amended or repealed.
Appears in 1 contract
Samples: Merger Agreement (Onesource Information Services Inc)
Certificate of Incorporation and Bylaws. (a) The certificate of incorporation of the Company in effect immediately prior to the Effective Time shall be the certificate of incorporation of the Surviving Corporation until duly amended or repealed.
(b) The bylaws of the Company in effect immediately prior to the Effective Time shall be the bylaws of the Surviving Corporation until duly amended or repealed, except that the name will be changed to “Plures Holdings, Inc.”.
Appears in 1 contract
Samples: Merger Agreement (CMSF Corp)
Certificate of Incorporation and Bylaws. (a) The Subject to Section 6.17 hereof, the certificate of incorporation and bylaws of the Company in effect immediately prior to the Effective Time shall be the certificate of incorporation of the Surviving Corporation until duly amended or repealed.
(b) The bylaws of the Company in effect immediately prior to the Effective Time shall be the and bylaws of the Surviving Corporation Corporation, until duly the same shall thereafter be altered, amended or repealedrepealed in accordance with applicable Law.
Appears in 1 contract
Certificate of Incorporation and Bylaws. (a) The certificate Certificate of incorporation Incorporation of the Company Acquiror as in effect immediately prior to the Effective Time shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until duly amended or repealedimmediately after the Effective Time.
(b) The bylaws Bylaws of the Company Acquiror as in effect immediately prior to the Effective Time shall be the bylaws Bylaws of the Surviving Corporation until duly amended or repealedimmediately after the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization and Merger (Smartalk Teleservices Inc)
Certificate of Incorporation and Bylaws. (a) The certificate of incorporation of the Company Surviving Corporation The Certificate of Incorporation and Bylaws of Amwest, as in effect immediately prior to the Effective Time Time, shall be the certificate Certificate of incorporation Incorporation and Bylaws of the Surviving Corporation until duly thereafter changed or amended as provided therein or repealedby law.
(b) The bylaws of the Company in effect immediately prior to the Effective Time shall be the bylaws of the Surviving Corporation until duly amended or repealed.
Appears in 1 contract
Certificate of Incorporation and Bylaws. (a) The certificate of incorporation and bylaws of the Company in effect immediately prior to the Effective Time shall be the certificate of incorporation of the Surviving Corporation until duly amended or repealed.
(b) The bylaws of the Company in effect immediately prior to the Effective Time shall be the and bylaws of the Surviving Corporation as of the Effective Time, until duly amended or repealedin accordance with applicable Laws.
Appears in 1 contract
Samples: Merger Agreement (Pogo Producing Co)
Certificate of Incorporation and Bylaws. (a) The certificate At the Effective Time, the Certificate of incorporation Incorporation of the Company Company, as in effect immediately prior to the Effective Time Time, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until duly amended or repealedthereafter amended.
(b) The bylaws At the Effective Time, the Bylaws of the Company Company, as in effect immediately prior to the Effective Time Time, shall be the bylaws Bylaws of the Surviving Corporation until duly amended or repealedthereafter amended.
Appears in 1 contract
Certificate of Incorporation and Bylaws. At the Effective Time:
(a) The certificate of incorporation of the Company Company, as in effect immediately prior to the Effective Time Time, shall be the certificate of incorporation of the Surviving Corporation until duly thereafter changed or amended as provided therein or repealedby applicable Law.
(b) The bylaws of the Company Company, as in effect immediately prior to the Effective Time Time, shall be the bylaws of the Surviving Corporation until duly thereafter changed or amended as provided therein or repealedby applicable Law.
Appears in 1 contract
Certificate of Incorporation and Bylaws. (a) The certificate Certificate of incorporation Incorporation of the Company in effect immediately prior to amended and restated as of the Effective Time in substantially the form set forth in Exhibit A hereto shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until duly amended or repealed.
(b) The bylaws Bylaws of the Company in effect Merger Sub immediately prior to the Effective Time shall be the bylaws Bylaws of the Surviving Corporation until duly amended or repealed.
Appears in 1 contract
Samples: Merger Agreement (Merrill Corp)
Certificate of Incorporation and Bylaws. (a) The certificate Certificate of incorporation --------------------------------------- Incorporation of the Company Acquiror as in effect immediately prior to the Effective Time shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until duly amended or repealedimmediately after the Effective Time.
(b) The bylaws Bylaws of the Company Acquiror as in effect immediately prior to the Effective Time shall be the bylaws Bylaws of the Surviving Corporation until duly amended or repealedimmediately after the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization and Merger (Smartalk Teleservices Inc)
Certificate of Incorporation and Bylaws. (a) The certificate --------------------------------------- Certificate of incorporation Incorporation and Bylaws of the Company Seller in effect immediately prior to the Effective Time shall be the certificate Certificate of incorporation Incorporation and Bylaws of the Surviving Corporation following the Merger, until duly otherwise amended or repealed.
(b) The bylaws of the Company in effect immediately prior to the Effective Time shall be the bylaws of the Surviving Corporation until duly amended or repealed.
Appears in 1 contract
Certificate of Incorporation and Bylaws. (a) The certificate of incorporation of the Company as in effect immediately prior to the Effective Time shall be the certificate of incorporation of the Surviving Corporation until duly thereafter changed or amended as provided therein or repealedby applicable law.
(b) The bylaws of the Company as in effect immediately prior to the Effective Time shall be the bylaws of the Surviving Corporation until duly thereafter changed or amended as provided therein or repealedby applicable law.
Appears in 1 contract
Certificate of Incorporation and Bylaws. (a) The certificate Certificate of incorporation Incorporation of the Company in effect immediately prior to the Effective Time shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until duly amended or repealed.
(b) The bylaws Bylaws of the Company in effect immediately prior to the Effective Time shall be the bylaws Bylaws of the Surviving Corporation until duly amended or repealed.
Appears in 1 contract
Certificate of Incorporation and Bylaws. (a) The certificate Certificate of incorporation of the Company Incorporation, as in effect immediately prior to the Effective Time Time, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until duly amended or repealed.
(b) The bylaws of the Company in effect immediately prior to after the Effective Time and shall thereafter continue to be the bylaws its Certificate of the Surviving Corporation Incorporation until duly amended or repealedas provided therein and under applicable law.
Appears in 1 contract
Samples: Merger Agreement (Security Associates International Inc)
Certificate of Incorporation and Bylaws. (a) The certificate At the Effective Time, the Certificate of incorporation Incorporation and Bylaws of the Company in effect immediately prior to the Effective Time shall continue to be the certificate Certificate of incorporation Incorporation and Bylaws of the Surviving Corporation until duly thereafter amended or repealedin accordance with their respective terms and applicable law.
(b) The bylaws of the Company in effect immediately prior to the Effective Time shall be the bylaws of the Surviving Corporation until duly amended or repealed.
Appears in 1 contract
