Common use of Certificate of Incorporation and Bylaws Clause in Contracts

Certificate of Incorporation and Bylaws. The Certificate of Incorporation of Acquisition in effect at the Effective Time shall be the Certificate of Incorporation of the Surviving Corporation until amended in accordance with applicable law. The Bylaws of Acquisition in effect at the Effective Time shall be the Bylaws of the Surviving Corporation until amended in accordance with applicable law.

Appears in 9 contracts

Samples: Merger Agreement (Obernauer Marne Jr), Merger Agreement (Prism Financial Corp), Merger Agreement (Prism Financial Corp)

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Certificate of Incorporation and Bylaws. The Certificate of Incorporation of Acquisition in effect at the Effective Time shall be the Certificate of Incorporation of the Surviving Corporation until amended in accordance with applicable lawApplicable Law. The Bylaws bylaws of Acquisition in effect at the Effective Time shall be the Bylaws bylaws of the Surviving Corporation until amended in accordance with applicable lawApplicable Law.

Appears in 6 contracts

Samples: Merger Agreement (Vantive Corp), Merger Agreement (DSP Communications Inc), Merger Agreement (Peoplesoft Inc)

Certificate of Incorporation and Bylaws. The Certificate certificate of Incorporation incorporation of Acquisition in effect at the Effective Time shall be the Certificate certificate of Incorporation incorporation of the Surviving Corporation until amended in accordance with applicable law. The Bylaws bylaws of Acquisition in effect at the Effective Time shall be the Bylaws bylaws of the Surviving Corporation until amended in accordance with applicable law.

Appears in 5 contracts

Samples: Merger Agreement (St Jude Medical Inc), Merger Agreement (Safeway Inc), Merger Agreement (Carr Gottstein Foods Co)

Certificate of Incorporation and Bylaws. The Certificate --------------------------------------- of Incorporation of Acquisition in effect at the Effective Time shall be the Certificate of Incorporation of the Surviving Corporation until amended in accordance with applicable law. The Bylaws bylaws of Acquisition in effect at the Effective Time shall be the Bylaws bylaws of the Surviving Corporation until amended in accordance with applicable law.

Appears in 3 contracts

Samples: Preferred Shares Rights Agreement (Quickturn Design Systems Inc), Merger Agreement (Quickturn Design Systems Inc), Merger Agreement (Quickturn Design Systems Inc)

Certificate of Incorporation and Bylaws. The Certificate of Incorporation of Acquisition the Company in effect at the Effective Time shall be the Certificate of Incorporation of the Surviving Corporation until amended in accordance with applicable law. The Bylaws of Acquisition the Company in effect at the Effective Time shall be the Bylaws of the Surviving Corporation until amended in accordance with applicable law.

Appears in 3 contracts

Samples: Merger Agreement (Special Devices Inc /De), Merger Agreement (American List Corp), Merger Agreement (Snyder Communications Inc)

Certificate of Incorporation and Bylaws. The Certificate certificate of Incorporation incorporation of Acquisition Sub as in effect at the Effective Time Time, substantially in the form of Exhibit C attached hereto, shall be the Certificate certificate of Incorporation incorporation of the Surviving Corporation until duly amended in accordance with applicable law. The Bylaws bylaws of Acquisition Sub as in effect at the Effective Time Time, substantially in the form of Exhibit D attached hereto, shall be the Bylaws bylaws of the Surviving Corporation until thereafter amended in accordance with applicable law.

Appears in 2 contracts

Samples: Merger Agreement (Aros Corp), Merger Agreement (Aros Corp)

Certificate of Incorporation and Bylaws. The Certificate of Incorporation of Acquisition in effect at immediately prior to the Effective Time shall be the Certificate of Incorporation of the Surviving Corporation until amended in accordance with applicable lawthe provisions thereof and Applicable Law. The Bylaws bylaws of Acquisition in effect at the Effective Time shall be the Bylaws bylaws of the Surviving Corporation until amended in accordance with applicable lawthe provisions thereof and Applicable Law.

Appears in 2 contracts

Samples: Merger Agreement (Msas Acquisition Corp), Merger Agreement (Mark Vii Inc)

Certificate of Incorporation and Bylaws. The Certificate certificate of Incorporation incorporation of Acquisition the Company in effect at the Effective Time shall be the Certificate certificate of Incorporation incorporation of the Surviving Corporation until amended in accordance with applicable law. The Bylaws bylaws of Acquisition the Purchaser in effect at the Effective Time shall be the Bylaws bylaws of the Surviving Corporation until amended in accordance with applicable law.

Appears in 2 contracts

Samples: Merger Agreement (Georgia Pacific Corp), Merger Agreement (Unisource Worldwide Inc)

Certificate of Incorporation and Bylaws. The Certificate of Incorporation of Acquisition Company in effect at the Effective Time shall be the Certificate of Incorporation of the Surviving Corporation until amended in accordance with applicable law. The Bylaws bylaws of Acquisition Company in effect at the Effective Time shall be the Bylaws bylaws of the Surviving Corporation until amended in accordance with applicable law.

Appears in 2 contracts

Samples: Merger Agreement (Coffee People Inc), Merger Agreement (Diedrich Coffee Inc)

Certificate of Incorporation and Bylaws. The Certificate of --------------------------------------- Incorporation of Acquisition in effect at the Effective Time shall be the Certificate of Incorporation of the Surviving Corporation until amended in accordance with applicable lawApplicable Law. The Bylaws parties agree that, by action of Parent at or after the Effective Time, the bylaws of Acquisition in effect at the Effective Time shall be the Bylaws bylaws of the Surviving Corporation until amended in accordance with applicable lawCorporation.

Appears in 1 contract

Samples: Merger Agreement (Connectinc Com Co)

Certificate of Incorporation and Bylaws. The Certificate of Incorporation of Acquisition in effect at the Effective Time shall be the Certificate of Incorporation of the Surviving Corporation until amended in accordance with applicable lawApplicable Law. The Bylaws parties agree that, by action of Parent at or after the Effective Time, the bylaws of Acquisition in effect at the Effective Time shall be the Bylaws bylaws of the Surviving Corporation until amended in accordance with applicable lawCorporation.

Appears in 1 contract

Samples: Merger Agreement (Calico Commerce Inc/)

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Certificate of Incorporation and Bylaws. The Certificate of Incorporation of Acquisition in effect at the Effective Time shall be the Certificate of Incorporation of the Surviving Corporation until amended in accordance with applicable law. The Bylaws bylaws of Acquisition in effect at the Effective Time shall be the Bylaws bylaws of the Surviving Corporation until amended in accordance with applicable law.

Appears in 1 contract

Samples: Merger Agreement (Cadence Design Systems Inc)

Certificate of Incorporation and Bylaws. The --------------------------------------- Certificate of Incorporation of Acquisition the Company in effect at the Effective Time shall be the Certificate of Incorporation of the Surviving Corporation until amended in accordance with applicable law. The Bylaws of Acquisition the Company in effect at the Effective Time shall be the Bylaws of the Surviving Corporation until amended in accordance with applicable law.

Appears in 1 contract

Samples: Merger Agreement (Cuc International Inc /De/)

Certificate of Incorporation and Bylaws. The Certificate of Incorporation of Acquisition the Company in effect at the Effective Time shall be the Certificate of Incorporation of the Surviving Corporation until amended in accordance with applicable lawLaw. The Bylaws bylaws of Acquisition the Company in effect at the Effective Time shall be the Bylaws bylaws of the Surviving Corporation until amended in accordance with applicable lawLaw.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Regent Group Inc /De)

Certificate of Incorporation and Bylaws. The Certificate of Incorporation of Acquisition the Company in effect at the Effective Time shall be the Certificate of Incorporation of the Surviving Corporation until amended in accordance with applicable lawApplicable Law. The Bylaws bylaws of Acquisition the Company in effect at the Effective Time shall be the Bylaws bylaws of the Surviving Corporation until amended in accordance with applicable lawApplicable Law.

Appears in 1 contract

Samples: Merger Agreement (Intervest Corporation of New York)

Certificate of Incorporation and Bylaws. The At the Effective Time, the Certificate of Incorporation of Acquisition in effect at the Effective Time shall be the Certificate of Incorporation of the Surviving Corporation until amended in accordance with applicable law. The Bylaws and the By-laws of Acquisition as in effect at the Effective Time shall be constitute the Bylaws By-laws of the Surviving Corporation until amended in accordance with applicable lawCorporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Phymatrix Corp)

Certificate of Incorporation and Bylaws. The Certificate of Incorporation and Bylaws of the Acquisition Corporation as in effect at immediately prior to the Effective Time of the Merger shall be the Certificate of Incorporation of the Surviving Corporation until amended in accordance with applicable law. The Bylaws of Acquisition in effect at the Effective Time shall be the and Bylaws of the Surviving Corporation until thereafter amended as provided therein and by applicable law. The Certificate of Incorporation and Bylaws of Liberty as in accordance with effect immediately prior to the Effective Time of the Merger shall be the Certificate of Incorporation and Bylaws of the Surviving Bank until thereafter amended as provided therein and by applicable law.

Appears in 1 contract

Samples: Merger Agreement (Southern Connecticut Bancorp Inc)

Certificate of Incorporation and Bylaws. The Certificate of Incorporation of Acquisition in effect at the Effective Time shall be the Certificate of Incorporation of the Surviving Corporation until 7 amended in accordance with applicable lawApplicable Law. The Bylaws bylaws of Acquisition in effect at the Effective Time shall be the Bylaws bylaws of the Surviving Corporation until amended in accordance with applicable lawApplicable Law.

Appears in 1 contract

Samples: Merger Agreement (Intel Corp)

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