Certificate of Incorporation; By-laws; Directors and Officers. (a) Unless otherwise determined by the Purchaser before the Effective Time, at the Effective Time the Certificate of Incorporation of the Purchaser, as in effect immediately before 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.
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Samples: Agreement and Plan of Merger (Olivetti S P A), Agreement and Plan of Merger (Cellular Communications International Inc), Agreement and Plan of Merger (Cellular Communications International Inc)
Certificate of Incorporation; By-laws; Directors and Officers. (a) Unless otherwise determined by the Purchaser before the Effective Time, at the Effective Time the The Certificate of Incorporation of the PurchaserAcquiror, as in effect immediately before prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law in accordance with the terms thereof and such Certificate of Incorporationthe DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Central Tractor Farm & Country Inc), Agreement and Plan of Merger (Jw Childs Equity Partners L P)
Certificate of Incorporation; By-laws; Directors and Officers. (a) Unless otherwise determined by the Purchaser before the Effective Time, at the Effective Time the The Certificate of Incorporation of the PurchaserCompany, as in effect immediately before prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation in all respects, except solely for the name of the Surviving Corporation, which shall be as set forth in Section 1.01 , from and after the Effective Time until thereafter amended as provided by in accordance with applicable law and the provisions set forth in such Certificate of Incorporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (NewGen BioPharma Corp.)
Certificate of Incorporation; By-laws; Directors and Officers. (a) Unless otherwise determined by the Purchaser Merger Sub before the Effective Time, at the Effective Time the Restated Certificate of Incorporation of the PurchaserCompany, as amended (the "Restated Certificate"), as in effect immediately before 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.
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Certificate of Incorporation; By-laws; Directors and Officers. (a) Unless otherwise determined by the Purchaser before the Effective Time, at At the Effective Time the Certificate of Incorporation of the PurchaserSub, as in effect immediately before 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.
Appears in 1 contract
Certificate of Incorporation; By-laws; Directors and Officers. (a) Unless otherwise determined by the Purchaser before the Effective Time, at the Effective Time the The Certificate of Incorporation of the PurchaserCompany, as in effect immediately before prior to the Effective Time, Time shall be the Certificate of Incorporation of the Surviving Corporation from and after the Effective Time until thereafter further amended as provided by law and such Certificate of Incorporationin accordance with applicable law.
Appears in 1 contract
Samples: Agreement of Merger and Plan of Reorganization (Wireless Holdings Inc)
Certificate of Incorporation; By-laws; Directors and Officers. (a) Unless otherwise determined by the Purchaser Parent before the Effective Time, at the Effective Time the Certificate of Incorporation of the Purchaser, as in effect immediately before 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.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Information Holdings Inc)
Certificate of Incorporation; By-laws; Directors and Officers. (a) Unless otherwise determined by the Purchaser before the Effective Time, at the Effective Time the The Certificate of Incorporation of the Purchaser, as in effect immediately before 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.
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Certificate of Incorporation; By-laws; Directors and Officers. (a) Unless otherwise determined by the Purchaser Merger Sub before the Effective Time, at the Effective Time the Amended and Restated Certificate of Incorporation of the PurchaserCompany, as amended (the "Restated Certificate"), as in effect immediately before 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.
Appears in 1 contract
Certificate of Incorporation; By-laws; Directors and Officers. (a) Unless otherwise determined by the Purchaser before At the Effective Time, at the Effective Time the Certificate of Incorporation of the PurchaserCompany, as in effect immediately before the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation Corporation, until thereafter amended as provided by law and such Certificate of Incorporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Specialty Equipment Companies Inc)
Certificate of Incorporation; By-laws; Directors and Officers. (a) Unless otherwise determined by the Purchaser Parent before the Effective Time, at the Effective Time the Certificate of Incorporation of the Purchaser, as in effect immediately before 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, however, that Article One of the Certificate of Incorporation of the Surviving Corporation shall be amended to read as follows: "
Appears in 1 contract
Samples: Agreement and Plan of Merger (Burns International Services Corp)
Certificate of Incorporation; By-laws; Directors and Officers. (a) Unless otherwise determined by the The Certificate of Incorporation of Purchaser before the Effective Time, in effect at the Effective Time the Certificate of Incorporation of the Purchaser, as in effect immediately before the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided (except that, by law virtue of the Merger and without any further action on the part of any holder of Shares or any shares of the capital stock of Purchaser, Article I of such Certificate of Incorporation.Incorporation shall be amended to provide that the name of the Surviving Corporation shall be the name of the
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Certificate of Incorporation; By-laws; Directors and Officers. (ai) Unless otherwise determined by the Purchaser before At the Effective Time, at the Effective Time the Certificate of Incorporation of the PurchaserCompany, as in effect immediately before the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation and shall be amended to read in its entirety as set forth on Exhibit F to this Agreement (as the same may be further amended from time to time) until thereafter amended as provided by law and such Certificate of Incorporation.
Appears in 1 contract
